DRDGOLD LTD (Form: 20-F, Received: 10/26/2012 07:32:31)

As filed with the Securities and Exchange Commission on October 26, 2012

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

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

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

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

For the fiscal year ended June 30, 2012

Commission file number 0-28800

DRDGOLD LIMITED

(Exact name of Registrant as specified in its charter and translation of Registrant's name into English)

REPUBLIC OF SOUTH AFRICA

(Jurisdiction of incorporation or organization)

50 CONSTANTIA BOULEVARD, CONSTANTIA KLOOF EXT 28, ROODEPOORT, 1709, SOUTH AFRICA

(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 which registered:

Ordinary shares (traded in the form of American Depositary

Shares, each American Depositary Share representing ten

underlying ordinary shares.)

The New York Stock Exchange, Inc.

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

None

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

None

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 June 30, 2012 the Registrant had outstanding 385,383,767 ordinary shares, of no par value.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes

If this report is an annual report 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

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.

Yes

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any,

every Interactive Date 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). Yes

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.
Large accelerated filer

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 Reporting Standards as issued by the IASB

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

Contact details: Mr. T.J. Gwebu – Executive Officer: Legal, Compliance and Company Secretary

DRDGOLD Limited, Quadrum Office Park, First Floor, Building 1, 50 Constantia Boulevard, Constantia Kloof Ext. 28, Roodepoort,

1709, South Africa; Telephone: +27 11 470 2600

TABLE OF CONTENTS

Page

PART I

ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS .......................................................

ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE .........................................................................................

ITEM 3.

KEY INFORMATION................................................................................................................................................

3A.

Selected Financial Data ................................................................................................................................................

3B.

Capitalization

And

Indebtedness.................................................................................................................................

3C.

Reasons For The Offer And Use Of Proceeds ............................................................................................................

3D.

Risk

Factors .................................................................................................................................................................

ITEM 4.

INFORMATION ON THE COMPANY....................................................................................................................

4A.

History And Development Of The Company .............................................................................................................

4B.

Business

Overview ......................................................................................................................................................

4C.

Organizational

Structure..............................................................................................................................................

4D.

Property, Plant And Equipment ................................................................................................................................

ITEM 4A.

UNRESOLVED STAFF COMMENTS......................................................................................................................

ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS ............................................................................

5A.

Operating

Results

.......................................................................................................................................................

5B.

Liquidity And Capital Resources ................................................................................................................................

5C.

Research And Development, Patents And Licenses Etc...............................................................................................

5D.

Trend

Information........................................................................................................................................................

5E.

Off-Balance Sheet Arrangements..................................................................................................................................

5F.

Tabular Disclosure Of Contractual Obligations............................................................................................................

5G.

Safe

Harbor ..................................................................................................................................................................

ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES..............................................................................

6A.

Directors And Senior Management...............................................................................................................................

6B.

Compensation ..............................................................................................................................................................

6C.

Board

Practices ............................................................................................................................................................

6D.

Employees....................................................................................................................................................................

6E. Share Ownership..........................................................................................................................................................

ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS ...........................................................

7A.

Major

Shareholders.......................................................................................................................................................

7B.

Related Party Transactions ..........................................................................................................................................

7C.

Interests Of Experts And Counsel ...............................................................................................................................

ITEM 8.

FINANCIAL INFORMATION .................................................................................................................................

8A.

Consolidated Statements And Other Financial Information.........................................................................................

8B.

Significant

Changes .....................................................................................................................................................

ITEM 9.

THE OFFER AND LISTING .....................................................................................................................................

9A.

Offer And Listing Details ............................................................................................................................................

9B.

Plan Of Distribution.....................................................................................................................................................

9C.

Markets.........................................................................................................................................................................

9D.

Selling

Shareholders ....................................................................................................................................................

9E. Dilution ........................................................................................................................................................................

9F.

Expenses Of The Issue.................................................................................................................................................

ITEM 10.

ADDITIONAL INFORMATION..............................................................................................................................

10A.

Capital................................................................................................................................................................

10B.

Memorandum And Articles Of Association ...............................................................................................................

10C.

Material

Contracts........................................................................................................................................................

10D.

Exchange

Controls.......................................................................................................................................................

10E.

Taxation .......................................................................................................................................................................

10F.

Dividends And Paying Agents ....................................................................................................................................

101

10G.

Statement

Experts ..................................................................................................................................................

101

10H.

Documents On Display................................................................................................................................................

101

10I.

Subsidiary

Information ...............................................................................................................................................

101

ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.........................................

102

ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES ...........................................................

103

12A.

Debt Securities..............................................................................................................................................................

103

12B.

Warrants and Rights ....................................................................................................................................................

103

12C.

Other Securities............................................................................................................................................................

103

12D

American Depositary Shares .......................................................................................................................................

103

TABLE OF CONTENTS

PART II

ITEM 13.

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES .....................................................................

104

ITEM 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS ...

104

ITEM 15.

CONTROLS AND PROCEDURES............................................................................................................................

104

ITEM 16A.

AUDIT COMMITTEE FINANCIAL EXPERT .......................................................................................................

105

ITEM 16B.

CODE OF ETHICS .....................................................................................................................................................

105

ITEM 16C.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.............................................................................................

105

ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES ........................................

106

ITEM 16E.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS.......................

106

ITEM 16F

CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT ...........................................................................

106

ITEM 16G.

CORPORATE GOVERNANCE ................................................................................................................................

106

PART III

ITEM 17.

FINANCIAL STATEMENTS ....................................................................................................................................

107

ITEM 18.

FINANCIAL STATEMENTS ....................................................................................................................................

F-pages

ITEM 19.

EXHIBITS ...................................................................................................................................................................

108

Preparation of Financial Information

We are a South African company and currently all of our operations, as measured in production ounces, are located there.

Accordingly, our books of account are maintained in South African Rand. Our financial statements included in our corporate filings
in South Africa were prepared in accordance with International Financial Reporting Standards (IFRS), as approved by the
International Accounting Standards Board (IASB) for the financial years ended June 30, 2010, 2011 and 2012. All references to
“dollars” or “$” herein are to United States Dollars, references to “rand” or “R” are to South African Rands.

Our consolidated financial statements are prepared in accordance with IFRS as issued by the IASB. All financial

information, except as otherwise noted, are stated in accordance with IFRS as issued by the IASB.

We present our financial information in rand, which is our presentation currency. Solely for your convenience, this

Form 20-F contains translations of certain rand amounts into dollars at specified rates. These rand amounts do not represent actual
dollar amounts, nor could they necessarily have been converted into dollars at the rates indicated. Unless otherwise indicated, rand
amounts have been translated into dollars at the rate of R8.30 per $1.00, which was the noon buying rate in New York City on
September 30, 2012.

In this Annual Report on Form 20-F, we present certain non-IFRS financial measures such as the financial items “cash

costs per kilogram” and “total costs per kilogram” which have been determined using industry guidelines promulgated by the
Gold Institute and “capital expenditure (cash)”, which we use to determine cash generating capacities of the mines and to monitor
performance of our mining operations. An investor should not consider these items in isolation or as alternatives to cash and cash
equivalents, operating costs, profit/(loss) attributable to equity owners of the parent, profit/(loss) before taxation and other items or
any other measure of financial performance presented in accordance with IFRS or as an indicator of our performance. While the
Gold Institute has provided definitions for the calculation of cash costs, the calculation of cash costs per kilogram, total costs and
total costs per kilogram may vary significantly among gold mining companies, and these definitions by themselves do not
necessarily provide a basis for comparison with other gold mining companies. See “Glossary of Terms and Explanations” and
Item 5A.: “Operating Results - Cash costs and total costs per kilogram- Reconciliation of cash costs per kilogram, total costs, total
costs per kilogram and capital expenditure (cash).”

DRDGOLD Limited

When used in this Annual Report, the term the “Company” refers to DRDGOLD Limited and the terms “we,” “our,” “us” or

“the Group” refer to the Company and its subsidiaries, associates and joint ventures, as appropriate in the context.

Special Note Regarding Forward-Looking Statements

This Annual Report contains certain “forward-looking” statements within the meaning of Section 21E of the Exchange Act,

regarding future events or other future financial performance and information relating to us that are based on the beliefs of our
management, as well as assumptions made by and information currently available to our management. Some of these forward-
looking statements include phrases such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “should,” or
“will continue,” or similar expressions or the negatives thereof or other variations on these expressions, or similar terminology, or
discussions of strategy, plans or intentions. These statements also include descriptions in connection with, among other things:

· estimates regarding future production and throughput capacity;
· our anticipated commitments;
· our ability to fund our operations in the next 12 months; and
· estimated production costs, cash costs per ounce and total costs per ounce.

Such statements reflect our current views with respect to future events and are subject to risks, uncertainties and

assumptions. Many factors could cause our actual results, performance or achievements to be materially different from any future
results, performance or achievements that may be expressed or implied by such forward-looking statements, including, among others:

· adverse changes or uncertainties in general economic conditions in the markets we serve;
· r egulatory developments adverse to us or difficulties in maintaining necessary licenses or other governmental approvals;
· changes in our competitive position;
· changes in business strategy;
· any major disruption in production at our key facilities; or
· adverse changes in foreign exchange rates and various other factors.

For a discussion of such risks, see Item 3D.: “Risk Factors.” The risk factors described in Item 3D. could affect our future

results, causing these results to differ materially from these expressed in any forward-looking statements. These factors are not
necessarily all of the important factors that could cause our results to differ materially from those expressed in any forward-looking
statements. Other unknown or unpredictable factors could also have material adverse effects on future results.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date

hereof. We do not undertake any obligation to update publicly or release any revisions to these forward-looking statements to reflect
events or circumstances after the date of this Annual Report or to reflect the occurrence of unanticipated events.

Imperial units of measure and metric equivalents

Units stated in this Annual Report are measured in Imperial and Metric.

Metric Imperial Imperial Metric
1 metric tonne

1.10229 short tons

1 short ton

0.9072 metric tonnes

1 kilogram

2.20458 pounds

1 pound

0.4536 kilograms

1 gram

0.03215 troy ounces

1 troy ounce

31.10353 grams

1 kilometer

0.62150 miles

1 mile

1.609 kilometres

1 meter

3.28084 feet

1 foot

0.3048 metres

1 liter

0.26420 gallons

1 gallon

3.785 liters

1 hectare

2.47097 acres

1 acre

0.4047 hectares

1 centimeter

0.39370 inches

1 inch

2.54 centimetres

1 gram/tonne

0.0292 ounces/ton

1 ounce/ton

34.28 grams/tonnes

0 degree Celsius

32 degrees Fahrenheit

0 degrees Fahrenheit

- 18 degrees Celsius

Glossary of Terms and Explanations

Assaying .................................. The chemical testing process of rock samples to determine mineral content.
$/oz .......................................... US dollar per ounce
Care and maintenance ............. Cease active mining activity at a shaft, but continue to incur costs to ensure that the Ore Reserves are

open, serviceable and legally compliant.

Cash costs per kilogram.......... Cash costs are operating costs incurred directly in the production of gold and include labor costs,

contractor and other related costs, inventory costs and electricity costs. Cash costs per kilogram are
calculated by dividing cash costs by kilograms of gold produced. Cash costs per kilogram have been
calculated on a consistent basis for all periods presented. This is a non-IFRS financial measure and
should not be considered a substitute measure of costs and expenses reported by us in accordance with
IFRS.

Caving ..................................... A type of mining in which the ore is blasted and drawn in a manner causing the overhead rock to cave

in.

Conglomerate .......................... A coarse-grained sedimentary rock consisting of rounded or sub-rounded pebbles.
Cut-and-fill .............................. A mining method in which a slice of rock is removed after blasting and replaced with a slice of fill

material to provide workers with a platform to mine the next slice of rock.

Cut-off grade ........................... The minimum in-situ grade of ore blocks for which the cash costs per ounce, excluding overhead

costs, are equal to a projected gold price per ounce.

Depletion ................................. The decrease in the quantity of ore in a deposit or property resulting from extraction or production.
Deposition ............................... Deposition is the geological process by which material is added to a landform or land mass. Fluids

such as wind and water, as well as sediment flowing via gravity, transport previously eroded
sediment, which, at the loss of enough kinetic energy in the fluid, is deposited, building up layers of
sediment. Deposition occurs when the forces responsible for sediment transportation are no longer
sufficient to overcome the forces of particle weight and friction, creating a resistance to motion.

Dilution.................................... Broken rock entering the ore flow at zero or minimal grade and therefore diluting the gold content per

ton.

Diorite...................................... An igneous rock formed by the solidification of molten material.
Doré ......................................... Unrefined gold and silver bullion bars consisting of approximately 90% precious metals which will be

further refined to almost pure metal.

Electrowinning ........................ The process of recovering metal from ore by means of electro-chemical processes.
Grade ....................................... The amount of gold contained within auriferous material generally expressed in ounces per ton or

grams per ton of ore.

g/t............................................. Grams per ton.
Horizon.................................... A plane indicating a particular position in a stratigraphic sequence. This may be a theoretical surface

with no thickness or a distinctive bed.

Igneous rock ............................ Rock which is magmatic in origin.
Intrusive................................... Rock which while molten, penetrated into or between other rocks, but solidified before reaching the

surface.

Life of mine............................. Projected life of a mining operation based on the Proven and Probable Ore Reserves.
Metallurgical plant .................. A processing plant (mill) erected to treat ore and extract the contained gold.
Mine call factor ....................... This is the gold content recovered expressed as a percentage of the gold content called.

Mill .......................................... Material passed through the metallurgical plant for processing.
Mt ............................................ Million tons.
Opening up .............................. The potential that previously abandoned shafts and mining or developed areas, have to be reopened

and mined.

Ore ........................................... A mixture of valuable and worthless minerals from which the extraction of at least one mineral is

technically and economically viable.

Ore Reserves ........................... Attributable total ore reserves of subsidiaries.
Pay-limit .................................. The minimum in-situ grade of ore blocks for which cash costs, including all overhead costs, are equal

to a projected gold price per ounce.

Payshoot .................................. Is a zone in which the average value of the ore is well in excess of that of the surrounding area, and

which has a more or less consistent direction or trend, or orientation.

Proven Ore Reserves............... Reserves for which (a) the 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
(b) 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 Ore Reserves are
well-established.

Probable Ore Reserves............ Reserves for which quantity and grade and/or quality are computed from information similar to that

used for Proven Ore Reserves, but the sites for inspection, sampling, and measurement are farther
apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for
Proven Ore Reserves, is high enough to assume continuity between points of observation.

oz/t ........................................... Ounces per ton.
Reef.......................................... A gold-bearing sedimentary horizon, normally a conglomerate band that may contain economic levels

of gold.

Refining................................... The final purification process of a metal or mineral.
Rehabilitation .......................... The process of restoring mined land to a condition approximating its original state.
Reserves................................... That part of a mineral deposit which could be economically and legally extracted or produced at the

time of the reserve determination.

Sedimentary............................. Formed by the deposition of solid fragmental material that originated from weathering of rocks and

was transported from a source to a site of deposition.

Shaft......................................... An opening cut downwards for transporting personnel, equipment, supplies, ore and waste. A shaft is

also used for ventilation and as an auxiliary exit. It is equipped with a hoist system that lowers and
raises a cage in the shaft, transporting equipment, personnel, materials, ore and waste. A shaft
generally has more than one compartment.

Slimes ...................................... The fraction of tailings discharged from a processing plant after the valuable minerals have been

recovered.

Sloughing ................................ The localized failure of part of the slimes dam wall caused by a build up of water within the dam.
Stope........................................ Underground production working area on the Ore Horizon.
Stoping..................................... Is the removal of the wanted ore from an underground mine leaving behind an open space known as a

stope. Stoping is used when the country rock is sufficiently strong not to cave into the stope, although
in most cases artificial support is also provided.

Sub-level stoping..................... A method of mining in which the ore is blasted, on multiple levels in one stope, and drawn off as it is

blasted, leaving an open stope.

t’000......................................... Tons in thousands.
Tailings.................................... Finely ground rock from which valuable minerals have been extracted by milling, or any waste rock,

slimes or residue derived from any mining operation or processing of any minerals.

Tailings dam............................ A dam created from waste material of processed ore after the economically recoverable gold has been

extracted.

Tonnage/Tonne ....................... Quantities where the metric 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.

Total costs per kilogram ......... Total costs per kilogram represent the full amount of costs incurred and represents the difference

between revenues from gold bullion and profits or losses before taxation. Total costs per kilogram are
calculated by dividing total costs by kilograms of gold produced. Total costs per kilogram have been
calculated on a consistent basis for all periods presented. This is a non-IFRS financial measure and
should not be considered a substitute measure of costs and expenses reported by us in accordance with
IFRS.

Tpm ......................................... Tonne per month.
Waste rock............................... Non-auriferous rock.
Yield ........................................ The amount of recovered gold from production generally expressed in ounces or grams per tonne of
ore.

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

3A. SELECTED FINANCIAL DATA

The following selected consolidated financial data as at June 30, 2012, 2011 and 2010 and for the years ended June 30,

2012, 2011 and 2010 are derived from our consolidated financial statements set forth elsewhere in this Annual Report, which have
been prepared in accordance with IFRS, as issued by the IASB. These consolidated financial statements have been audited by
KPMG Inc. as at June 30, 2012, 2011 and 2010 and for the years ended June 30, 2012, 2011 and 2010. Prior to fiscal year ended
June 30, 2008, our annual financial statements (translated into dollars) were prepared and filed with the SEC in accordance with U.S.
GAAP. On December 21, 2007, the SEC, adopted rules allowing foreign private issuers that file Annual Reports on Form 20-F to
file with the SEC financial statements in accordance with IFRS as issued by the IASB without reconciliation to U.S. GAAP. As per
these new rules, we changed our basis of presentation to IFRS as issued by the IASB. The selected consolidated financial data as at
June 30, 2009 and 2008, for the year ended June 30, 2009 and 2008 is derived from audited consolidated financial statements not
appearing in this Annual Report which have been prepared in accordance with IFRS as issued by the IASB. The selected
consolidated financial data set forth below should be read in conjunction with Item 5.: “Operating and Financial Review and
Prospects” and with the consolidated financial statements and the notes thereto and the other financial information appearing
elsewhere in this Annual Report.

Selected Consolidated Financial Data

(in thousands, except share, per share and ounce data)

Year ended June 30,

2012

2012³

2011³

2010³ 2009³

2008

$’000

R’000

R’000 R’000

R’000

Profit or loss Data

Revenue...........................................................

361,960

3,004,264

2,565,319

1,990,522

1,910,738

1,933,147

Results from operating activities ....................

45,755

379,765

(413,971)

35,485

(82,008)

(15,175)

Results from operating activities from

continuing operations...................................

30,386

252,204

112,634

61,270 (218,195)

(32,980)

Profit/(loss) for the year attributable to

equity owners of the parent..........................

37,190

308,675

(287,915)

207,815 129,124

996,041

Profit for the year attributable to equity

owners of the parent from continuing
operations .....................................................

26,181

217,301

67,070

186,553

58,222

73,719

Per Share Data

Basic earnings/(loss) per share (cents) ...........

(75)

265

Basic earnings per share - continuing

operations (cents) ........................................

Diluted earnings/(loss) per share (cents) ........

(75)

265

Diluted earnings per share - continuing

operations (cents) ........................................

49 15

Dividends proposed per share (ZAR cents) ...

10.0

7.5

5.0

10.0

Dividends proposed per ADS (USD cents)....

12.1

9.5

7.3

6.7

10.6

Average exchange rate (USD1:ZAR).............

7.7523

6.9865

7.6117

9.0484

7. 3123

Number of shares issued as at June 30 ........... 385,383,767

385,383,767

384,884,379

378,001,303

376,571,588

Statement of financial position data

Total assets ......................................................

300,276

2,492,289

2,288,661

2,580,292

2,625,772

2,262,495

Equity (Net assets) ..........................................

196,858

1,633,921

1,219,166

1,649,961

1,583,979

1,305,461

Ordinary share capital.....................................

492,665

4,089,117

4,132,604

4,133,318

4,104,480

4,098,206

Month

2012

2012 2012

2012

September

August

July

June May

April

Exchange Rate Data

Average (USD1:ZAR)......................................

8.2715

8.2465

8.2299

8.3840

8.1087

7.8074

High (USD1:ZAR)............................................

8.4359

8.4333

8.4720

8.5604

8.4098

7.9841

Low (USD1:ZAR) ............................................

8.1654

8.0755

8.1019

8.1955

7.7253

7.6208

Translations into Dollars in this table are for convenience only and are computed at the noon buying rate in New York City at September 30,

2012 of R8.30 per $1.00. You should not view such translations as a representation that such amounts represent actual Dollar amounts.
² Comparatives have been restated for the reclassification of the Australasian operations as discontinued operations. The discontinued operations
relate to the Porgera Joint Venture (disposed on August 17, 2007), Emperor (disposed on October 22, 2007) and Netgold (disposed on March 13,
2008).
³ Comparatives have been restated for the reclassification of Blyvooruitzicht Gold Mining Company Limited (Blyvoor) as a discontinued
operation (disposed June 1, 2012).

Ordinary share capital is stated after the deduction of R44.8 million treasury shares held within the group.

3B. CAPITALIZATION AND INDEBTEDNESS

Not applicable.

3C. REASONS FOR THE OFFER AND USE OF PROCEEDS

Not applicable.

3D. RISK FACTORS

In conducting our business, we face many risks that may interfere with our business objectives. Some of these risks relate to

our operational processes, while others relate to our business environment. It is important to understand the nature of these risks and
the impact they may have on our business, financial condition and operating results.

Some of the most relevant risks are summarized below and have been organized into the following categories:

· Risks related to our business and operations;
· Risks related to the gold mining industry;
· Risks related to doing business in South Africa; and
· Risks related to ownership in our ordinary shares or American Depositary Shares, or ADSs.

Risks related to our business and operations

Changes in the market price for gold, which in the past has fluctuated widely, and exchange rate fluctuations affect the

profitability of our operations and the cash flows generated by those operations.

As the majority of our production costs are in rands, while gold is generally sold in dollars, our financial condition has

been and could be materially harmed in the future by an appreciation in the value of the rand. Due to the marginal nature of our
operations any sustained decline in the market price of gold, below the cost of production, could result in the closure of our
operations which would result in significant costs and expenditure, for example, incurring retrenchment costs earlier than
expected, that would negatively and adversely affect our business, operating results and financial condition.

We do not enter into forward contracts to reduce our exposure to market fluctuations in the dollar gold price or the exchange

rate movements of the rand. We sell our gold and trade our foreign currency at the spot price in the market on the date of trade. If the
dollar gold price should fall and the regional functional currencies should strengthen against the dollar, resulting in revenue below our
cost of production and remain at such levels for any sustained period, we may experience losses and may be forced to curtail or
suspend some or all of our operations. In addition, we might not be able to recover any losses we may incur during that period or
maintain adequate gold reserves for future exploitation.

Exchange rates are influenced by global economic trends which are beyond our control. In fiscal 2012, the rand weakened

against the dollar by 21.1%, however in fiscal 2011 and fiscal 2010, the rand strengthened against the dollar by 10.8% and 2.9%
respectively (based on exchange rates at June 30 of each year). From December 2001, when it reached R13.44 = $1.00, the rand has
appreciated by 38.5% against the dollar to R8.27= $1.00 at June 30, 2012 (based on closing rates). At September 30, 2012 the rand
traded at R8.30 = $1.00, a 0.4% weakening relative to the Dollar from June 30, 2012.

A decrease in the dollar gold price and a strengthening of the foreign exchange rate of the rand could result in a decrease in

our profitability. In fiscal 2012, 2011 and 2010 all of our production was from our South African operations providing significant
exposure to the strengthening of the rand and a decrease in profitability. If the rand were to continue to appreciate against the dollar,
our operations could experience a reduction in cash flow and profitability and this would adversely affect our business, operating
results and financial condition.

Inflation may have a material adverse effect on our results of operations.

South Africa has experienced high rates of inflation in the past. Because we are unable to control the market price at

which we sell the gold we produce, it is possible that significantly higher future inflation in South Africa may result in an increase
in our future operational costs in rand, without a concurrent devaluation of the rand against the dollar or an increase in the dollar
price of gold. This could have a material adverse effect upon our results of operations and our financial condition. Significantly
higher and sustained inflation in the future, with a consequent increase in operational costs, could result in operations being
discontinued or reduced or rationalized.

We have incurred losses in the past and may incur losses in the future .

We achieved a net profit of R377.0 million for fiscal 2012, incurred a net loss of R415.4 million for fiscal 2011, and

achieved a net profit of R203.4 million for fiscal 2010. The profit in fiscal 2012 was largely due to a 36% increase in the average rand
gold price received amounting to R418,538 per kilogram. The loss in fiscal 2011 was mainly as a result of an impairment of
R546.6 million ($80.0 million) against the property, plant and equipment of Blyvooruitzicht Gold Mining Company Limited, or
Blyvoor, due to the uncertainties surrounding the business rescue proceedings Blyvoor underwent at the end of fiscal 2011.

Our profits and cash flows of our operations are directly exposed to the gold price, strength of the rand and higher input

costs as we do not hedge.

We may not be able to meet our cash requirements because of a number of factors, many of which are beyond our

control.

Management’s estimates on future cash flows are subject to risks and uncertainties, such as the gold price, production

volumes, recovered grades and costs. If we are unable to meet our cash requirements out of cash flows generated from our operations,
we would need to fund our cash requirements from alternative financing and we cannot guarantee that any such financing would be
on acceptable terms, or would be permitted under the terms of our existing financing arrangements, or would be available at any
terms. In the absence of sufficient cash flows or adequate financing, our ability to respond to changing business and economic
conditions, make future acquisitions, react to adverse operating results, meet our debt service obligations and fund required capital
expenditures or increased working capital requirements may be adversely affected.

The failure to discover or acquire new Ore Reserves could negatively affect our cash flow, results of operations and

financial condition.

Our future cash flow, results of operations and financial condition are directly related to the success of our exploration

and acquisition efforts in the regions in which we operate and any new regions that we identify for future growth opportunities.
Our Ore Reserves (metric) for fiscal 2012 decreased by 75%, mainly due to the disposal of Blyvoor which represented 73% of our
Ore Reserves on June 30, 2011. Our Ore Reserves for fiscal 2011 increased by 5% due to the higher rand gold price used in the
Ore Reserve calculation. Our Ore Reserves for fiscal 2010 increased by 15% as a result of the higher rand gold price used in the
Ore Reserve calculation together with the expected increase in Crown’s deposition capacity as a consequence of the construction
of the Crown/Ergo pipeline linking Crown Gold Recoveries Proprietary Limited, or Crown, to the Brakpan deposition site. We are
currently also conducting exploration activities in Zimbabwe. We can make no assurances that any new or ongoing exploration
programs will result in new mineral producing operations that will sustain or increase our Ore Reserves. A failure to discover or
acquire new Ore Reserves in sufficient quantities to maintain or grow the current level of our reserves will negatively affect our
future cash flow, results of operations and financial condition. In addition, our ability to identify Ore Reserves that have reasonable
prospects for economic extraction while maintaining sufficient controls on production and other costs, will have a material influence
on the future viability of our operations.

We may need to improve our internal controls over financial reporting and our independent auditors may not be able to

attest to their effectiveness because of inherent limitations.

We have evaluated our internal controls over financial reporting for the current fiscal period so that management can attest

to the effectiveness of these controls, as required by Section 404 of the United States Sarbanes-Oxley Act of 2002. Management has
determined that these controls were effective for the 2012, 2011 and 2010 fiscal years respectively and did not identify any material
weaknesses within our internal controls surrounding the financial reporting process. These internal controls over financial reporting
may not be sufficient to prevent significant deficiencies or material weaknesses in the future, and we may also identify other
conditions that could result in significant deficiencies or material weaknesses. In this event, we could experience a negative reaction
in the financial markets and incur additional costs in improving the condition of our internal controls. For a detailed discussion of
controls and procedures, see Item 15.: “Controls and Procedures.”

Single point of failure due to one operating segment

With the disposal of Blyvoor on June 1, 2012, we only have one operating segment remaining. The various processing

plants, pump stations and deposition site is linked to each other with a pipeline infrastructure after completion of the Crown/Ergo
pipeline project. The Brakpan plant is now our major processing plant and we have only one deposition site. The pipeline
infrastructure relating to the Brakpan plant and Brakpan tailings facility are exposed to numerous risks, including operational down
time due to unplanned maintenance, destruction of infrastructure, spillages, higher than expected operating costs, or lower than
expected production which could have a material adverse effect on our business, operating results and financial condition.

Increased production costs could have an adverse effect on our results of operations.

Our historical production costs have increased significantly and we may not be able to accurately predict and adequately

provide for further increases in our production costs. Production costs are affected by, among other things:

· labor stability, lack of productivity and increases in labor costs;
· increases in electricity and water prices;
· increases in crude oil and steel prices;
· unforeseen changes in ore grades and recoveries;
· unexpected changes in the quality or quantity of reserves;
· technical production issues;
· environmental and industrial accidents;
· gold theft;
· environmental factors; and
· pollution.

The majority of our production costs consist of reagents, labor, steel, electricity, water, fuels, lubricants and other oil and

petroleum based products. The production costs incurred at our operations have, and could in the future, increase at rates in excess of
our annual expected inflation rate and result in the restructuring of these operations at substantial cost. The majority of our South
African labor force is unionized and their wage increase demands are usually above the then prevailing rates of inflation. Crown,
ERPM and Ergo signed a two year wage settlement agreement with the NUM and UASA on November 7, 2011, which provides
for annual compensation increases of 8.5% for Categories 4 – 8 employees and 7.5% for Categories 9 – 15 employees. The
average increase was therefore 8%. In addition, in the past, we have been impacted by large price increases imposed by our South
African steel suppliers and parastatal entities which supply us with electricity and water. These, combined with the increases in labor
costs, could result in our costs of production increasing above the gold price received. Discussions with steel suppliers and parastatal
entities to moderate price increases have been unsuccessful in the past.

Labor unrest in South Africa during August and September 2012, resulted in some mining companies agreeing to above

inflation wage increases prior to expiry of the then outstanding wage agreements. As at September 30, 2012, no such demands have
been made by our employees but we cannot guarantee that no such demands will be made in the future.

The costs of fuels, lubricants and other oil and petroleum based products have increased in fiscal 2012 as a result of the

general increase in the cost of crude oil in global markets. During fiscal 2011, the average brent crude oil price was approximately
$97 per barrel and in fiscal 2012, the average brent crude oil price was approximately $112 per barrel. In the event that crude oil
prices continue increasing, this could have a significant impact on our production costs.

Our initiatives to reduce costs, such as reducing our labor force, negotiating lower price increases for consumables and

stringent cost controls such as comparing whether actual costs stay within budget parameters, may not be sufficient to offset the
increases imposed on our operations and could negatively affect our business, operating results and financial condition.

Our operations are subject to extensive environmental regulations which could impose significant costs and liabilities.

Our operations are subject to increasingly extensive laws and regulations governing the protection of the environment, under

various state, provincial and local laws, which regulate air and water quality, hazardous waste management and environmental
rehabilitation and reclamation. Our mining and related activities impact the environment, including land, habitat, streams and
environment near the mining sites. Delays in obtaining, or failures to obtain government permits and approvals may adversely
impact our operations. In addition, the regulatory environment in which we operate could change in ways that could substantially
increase costs to achieve compliance, therefore having a material adverse effect on our profitability.

We have incurred, and expect to incur in the future, expenditures to comply with these environmental laws and regulations.

We have estimated our aggregate Group Rehabilitation, Reclamation and Closure cost provision at R504.3 million ($60.9 million)
included on our statement of financial position as at June 30, 2012. However, the ultimate amount of rehabilitation costs may in the
future exceed the current estimates due to influences beyond our control, such as changing legislation, higher than expected cost
increases, or unidentified rehabilitation costs. We have funded these environmental rehabilitation costs by making contributions over
the life of the mine to environmental trust funds or funds held in insurance instruments established for our operations. If any of the
operations are prematurely closed, the rehabilitation funds may be insufficient to meet all the rehabilitation obligations of those
operations. The closure of mining operations, without sufficient financial provision for the funding of rehabilitation liabilities, or
unacceptable damage to the environment, including pollution or environmental degradation, may expose us and our directors to
litigation and potentially significant liabilities.

Flooding at our operations may cause us to incur liabilities for environmental damage.

If the rate of rise of water is not controlled, water from old abandoned underground mining areas could potentially rise to the

surface or decant into surrounding underground mining areas or natural underground water sources. Progressive flooding of these old
abandoned underground mining areas and surrounding underground mining areas could eventually cause the discharge of polluted
water to the surface and to local water sources.

Estimates of the probable rate of rise of water in those old abandoned mines are contradictory and lack scientific support,

however, should underground water levels not reach a natural subterranean equilibrium, and in the event that underground water rises
to the surface, we may face, together with all other mining companies in those areas, claims relating to environmental damage as a
result of pollution of ground water, streams and wetlands. These claims may have a material adverse effect on our business, operating
results and financial condition.

Damage to tailings dams and excessive maintenance and rehabilitation costs exposes us to greater risk of financial loss

due to lower production and health, safety and environmental liabilities.

Our tailings facilities are exposed to numerous risks and events, the occurrence of which may result in the failure or breach

of such a facility. These may include sabotage, failure by our employees to adhere to the codes of practice and natural disasters such
as excessive rainfall and seismicity. We could be forced to stop or limit operations, the dams could overflow and the health and safety
of our employees and communities living around these dams could be jeopardized. In the event that this occurs our operations will be
adversely affected and this in turn could have a material adverse effect on our business, operating results and financial condition.

Due to the nature of our business, our operations face extensive health and safety risks.

Regrettably one person died in a work-related incident during fiscal 2012. The employee died after he lit a fire in a closed

shelter while on duty. We also had one fatal work-related incident in fiscal 2011 – the employee succumbed to suspected heat stroke
during a reconnaissance exercise at Blyvoor’s No. 5 shaft and died in hospital the next day. According to section 54 of the Mine,
Health and Safety Act of 1996, if an inspector believes that any occurrence, practice or condition at a mine endangers or may
endanger the health or safety of any person at the mine, the inspector may give any instruction necessary to protect the health or
safety of persons at the mine. These instructions could include the suspension of operations at the whole or part of the mine. These
incidents could lead to mine operations being halted and that will increase our unit production costs, due to loss of production. This
could have a material adverse effect on our business, operating results and financial condition.

Events may occur for which we are not insured which could affect our cash flows and profitability.

Because of the nature of our business, we may become subject to liability for pollution or other hazards against which we

are unable to insure, including those in respect of past mining activities. Our existing property, business interruption and other
insurance contains certain exclusions and limitations on coverage. We have insured property, including loss of profits due to business
interruption in the amount of about R5.2 billion. Claims for each and every event are limited by the insurers to R500 million.
Business interruption is only covered from the time the loss actually occurs and is subject to time and amount deductibles that vary
between categories.

Insurance coverage may not cover the extent of claims brought against us, including claims for environmental, industrial or

pollution related accidents, for which coverage is not available. If we are required to meet the costs of claims which exceed our
insurance coverage, our costs may increase which could have a material adverse effect on our business, operating results and financial
condition.

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

The success of our business will depend, in large part, upon the skills and efforts of a small group of management and

technical personnel including our Chief Executive Officer and our Chief Financial Officer. In addition, we compete with mining and
other companies on a global basis to attract and retain key human resources at all levels with appropriate technical skills and
operating and managerial experience necessary to operate the business. Factors critical to retaining our present staff and attracting
additional highly qualified personnel include our ability to provide these individuals with competitive compensation arrangements,
equity participation and other benefits. If we are not successful in retaining or attracting highly qualified individuals in key
management positions, our business may be harmed. We do not maintain “key man” life insurance policies on any members of our
executive team. The loss of any of our key personnel could delay the execution of our business plans, which may result in decreased
production, increased costs and decreased profitability.

The Crown/Ergo pipeline faces the risk of a start-up project.

The Crown/Ergo pipeline project was completed in February 2012. The pipeline allows gold-bearing material to be

transported to the Ergo plant from Crown's remaining reclamation sites surrounding Johannesburg. The pipeline is exposed to
numerous risks associated with similar start-up projects, including operational down time due to unplanned maintenance, destruction
of infrastructure, spillages, higher than expected operating costs, or lower than expected production which could have a material
adverse effect on our business, operating results and financial condition.

Conditions precedent for completion of the Blyvoor sale have not been satisfied and if they are not satisfied or waived

prior to the relevant end dates our business may be harmed.

The sale agreement entered into in connection with the disposal of Blyvoor consists of two parts, being Part A and Part B.

The conditions precedent for Part A were satisfied and Part A was completed on June 1, 2012. However, the Part B conditions for the
mining right conversion and Ministerial approval of the transfer of the mining rights owned by Blyvoor may be refused by the
Department of Mineral Resources, or DMR, which may result in specified restitution steps taken by each party. The sale agreement
provides for the possibility that mining right conversion, or Ministerial approval is not obtained. Should either circumstance occur,
the sale agreement envisages a number of outcomes which are primarily determined by reference to the reasons for the failure of
mining right conversion, or Ministerial approval. If the conditions precedent for Part B of the transaction are not satisfied, or waived
by both parties, then restitution could have an adverse effect on our business, operating results and financial condition.

Risks related to the gold mining industry

A change in the price of gold, which in the past has fluctuated widely, is beyond our control.

Historically, the gold price has fluctuated widely and is affected by numerous industry factors, over which we have no

control, including:

· the physical supply of gold from world-wide production and scrap sales, and the purchase, sale or divestment by central
banks of their gold holdings;
· the demand for gold for investment purposes, industrial and commercial use, and in the manufacturing of jewelry;
· speculative trading activities in gold;
· the overall level of forward sales by other gold producers;
· the overall level and cost of production of other gold producers;
· i nternational or regional political and economic events or trends;
· the strength of the dollar (the currency in which gold prices generally are quoted) and of other currencies;
· financial market expectations regarding the rate of inflation;
· interest rates;
· gold hedging and de-hedging by gold producers; and
· actual or expected gold sales by central banks and the International Monetary Fund.

Our profitability may be negatively impacted if revenue from gold sales drops below the cost of production for an extended

period.

Current economic conditions may adversely affect the profitability of the Group’s operations.

The global economy is currently undergoing a period of prolonged recession and, despite recent signs of stabilization, the

future economic environment is likely to be less favorable than that of recent years. Since September 2008, the global financial
system has experienced difficult credit and liquidity conditions and disruptions resulting in major financial institutions consolidating
or going out of business, tightened credit markets, reduced liquidity, and extreme volatility in fixed income, credit, currency and
equity markets. These conditions may adversely affect the Group’s business. For example, tightening credit conditions may make it
more difficult for the Group to obtain financing on commercially acceptable terms or make it more likely that one or more of our key
suppliers may become insolvent and lead to a supply chain breakdown. In addition, general economic indicators have deteriorated,
including declining consumer sentiment, increased unemployment, declining economic growth and uncertainty regarding corporate
earnings. To the extent the current economic downturn worsens or the economic environment in which the Group operates does not
recover, the Group could experience a material adverse effect on its business, results of operations and financial condition.

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

unproductive.

We must continually replace Ore Reserves that are depleted by production. 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. Gold mining companies may undertake exploration activities to discover gold
mineralization, which in turn may give rise to new gold bearing ore bodies. Exploration is highly speculative in nature and
requires substantial expenditure for drilling, sampling and analysis of ore bodies in order to quantify the extent of the gold reserve.
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 mined profitably. 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 rely on the evaluations 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 with any degree of accuracy
whether or not the deposit contains economically recoverable mineralization. Uncertainties as to the metallurgical recovery of any
gold discovered may not warrant mining on the basis of available technology. As a result of these uncertainties, we may not
successfully acquire additional mineral rights, or identify new Proven and Probable Ore Reserves in sufficient quantities to justify
commercial operations in any of our mines. Our mineral exploration rights may also not contain commercially exploitable
reserves of gold. The costs incurred on unsuccessful exploration activities are, as a result, not likely to be recovered and we could
incur a write-down on our investment in that interest or the irrecoverable loss of funds spent.

There is uncertainty with our Ore Reserve estimates.

Our Ore Reserve figures described in this document are the best estimates of our current management as of the dates

stated and are reported in accordance with the requirements of Industry Guide 7 of the SEC. These estimates may be imprecise
and may not reflect actual reserves or future production.

Should we encounter mineralization or formations different from those predicted by past drilling, sampling and similar

examinations, reserve estimates may have to be adjusted and mining plans may have to be altered in a way that might ultimately
cause our results of operations and financial condition to decline. Moreover, if the price of gold declines, or stabilizes at a price that is
lower than recent levels, or if our production costs, and in particular our labor, water, steel and electricity costs, increase or recovery
rates decrease, it may become uneconomical to recover Ore Reserves containing relatively lower grades of mineralization. Under
these circumstances, we would be required to re-evaluate our Ore Reserves. Short-term operating factors relating to the Ore Reserves,
such as the need for sequential development of ore bodies and the processing of new or different grades, may increase our production
costs and decrease our profitability during any given period. These factors have and could result in reductions in our Ore Reserve
estimates, which could in turn adversely impact upon the total value of our mining asset base and our business, operating results
and financial condition.

Gold mining is susceptible to numerous events that could have an adverse impact on a gold mining business.

The business of gold mining is exposed to numerous risks and events, the occurrence of which may result in the death of, or

personal injury to, employees, the loss of mining equipment, damage to or destruction of mineral properties or production
facilities, monetary losses, delays in production, environmental damage, loss of the license to mine and potential legal claims. The
risks and events associated with the business of gold mining include, but are not limited to:

· environmental hazards and pollution, including dust generation, toxic chemicals, discharge of metals, pollutants, radioactive
materials and other hazardous material into the air and water;
· flooding, landslides, sinkhole formation, ground subsidence, ground and surface water pollution, and waterway
contamination;
· a decrease in labor productivity due to labor disruptions, work stoppages, disease, slowdowns or labor strikes;
· unexpected decline of ore grade;
· metallurgical conditions and gold recovery;
· failure of unproven or evolving technologies;
· mechanical failure or breakdowns and ageing infrastructure;
· energy and electrical power supply interruptions;
· falls from heights and accidents relating to mobile machinery;
· electrocution;
· activities of illegal or artisanal miners;
· material and equipment availability;

· legal and regulatory restrictions and changes to such restrictions;
· social or community disputes or interventions;
· accidents caused from the collapse of tailings dams;
· pipeline failures and spillages;
· safety-related stoppages; and
· corruption, fraud and theft including gold bullion theft.

The occurrence of any of these hazards could delay production, increase production costs and may result in significant legal

claims.

Risks related to doing business in South Africa

Political or economic instability in South Africa may reduce our production and profitability.

We are incorporated and own operations in South Africa. As a result, political and economic risks relating to South Africa

could reduce our production and profitability. Large parts of the South African population are unemployed and do not have access to
adequate education, health care, housing and other services, including water and electricity. Government policies aimed at alleviating
and redressing the disadvantages suffered by the majority of citizens under previous governments may increase our costs and reduce
our profitability. In recent years, South Africa has experienced high levels of crime. These problems have impeded fixed inward
investment into South Africa and have prompted emigration of skilled workers. As a result, we may have difficulties attracting and
retaining qualified employees.

Recently, the South African economy has been growing at a relatively slow rate, inflation and unemployment have been

high by comparison with developed countries, and foreign currency reserves have been low relative to other emerging market
countries. In the late 1980s and early 1990s, inflation in South Africa reached highs of 20.6%. This increase in inflation resulted in
considerable year on year increases in operational costs. The inflation rate in South Africa still remains relatively high compared to
developed, industrialized countries. As of June 2012, the Consumer Price Inflation Index, or CPI, stood at 5.5%, up from 5.3% in
June 2011, and up from 4.2% in June 2010. The relatively high inflation rate continued at 5.5% as at September 30, 2012. Continuing
high levels of inflation in South Africa for prolonged periods, without a concurrent devaluation of the rand or increase in the price of
gold, could result in an increase in our costs which could reduce our profitability.

Power stoppages or increases in the cost of power could negatively affect our results and financial condition.

Our mining operations are dependent on electrical power supplied by Eskom, South Africa’s state owned utility company.

As a result of a substantial increasing demand and insufficient generating capacity, Eskom has warned that the country could continue
to face significant disruptions in electrical power supply in the foreseeable future. The available generating capacity of electricity was
constrained mainly as a result of unplanned maintenance at some of Eskom’s power stations, insufficient supply of coal to the coal
fired plants and skills shortages. On January 25, 2008, Eskom announced that they could no longer guarantee the supply of electricity
to the South African mining industry. Eskom subsequently cut off power supply to the mining industry for five days in fiscal 2008
and a number of power outages followed over several months thereafter. Eskom did manage to contain electricity stoppages but the
fact remains that the country’s current reserve capacity is insufficient and the risk of electricity stoppages is expected to continue
through 2013. Apart from the five-day closure, our production has not been affected, however further power supply stoppages or
power cost increases could have an adverse effect on our operating results and financial condition. Eskom have indicated that they do
not have sufficient funding required for planned infrastructure development, and have imposed the following average tariff increases:
from July 1, 2009 an average tariff increase of 31.3%, from April 1, 2010 an average tariff increase of 24.8%, from April 1, 2011 an
average tariff increase of 25.8% and from April 1, 2012 an average tariff increase of 16.7%. These increases have had an adverse
affect on our production costs and could have a material adverse effect on our business, operating results and financial condition.

AIDS poses risks to us in terms of productivity and costs.

Acquired Immune Deficiency Syndrome, or AIDS, and tuberculosis which is closely associated with the onset of the disease

and is exacerbated in the presence of HIV/AIDS, represents a very serious health care challenge in the mining industry. Human
Immunodeficiency Virus, or HIV, is the virus that causes AIDS and South Africa has one of the highest HIV infection rates in the
world. It is estimated that approximately 30% - 35% of the mining industry workforce in South Africa are HIV positive. The exact
extent to which our mining workforce within South Africa is infected with HIV/AIDS is unknown at this stage. The existence of the
disease poses a risk to us in terms of the potential reduction in productivity and increase in health and safety costs brought about by
the Company’s social responsibility.

The treatment of occupational health diseases and the potential liabilities related to occupational health diseases may

have an adverse effect on the results of our operations and our financial condition.

The primary area of focus in respect of occupational health within our operations is noise-induced hearing loss (NIHL),

occupational lung diseases (OLD) and tuberculosis (TB). We provide occupational health services to our employees at our
occupational health centers and continue to improve preventive occupational hygiene initiatives. If the costs associated with
providing such occupational health services increase significantly, such increase could have an adverse effect on the results of our
operations and our financial condition.

As a result of the South African Constitutional Court decision permitting individuals employed as miners with OLD to sue

their current or former employers for damages outside the statutory compensation scheme, we could be subject to claims against us
from previous or current employees, including a potential class action or similar group claim. We will assess all such claims, if and
when filed, on their merits. Liability associated with such claims and expenses of dealing with them could have a material adverse
effect on our business, operating results and financial condition.

Increased theft at our work sites, particularly of copper, may result in greater risks to employees or interruptions in

production.

Crime statistics available in South Africa indicate an increase in theft. This together with price increases for copper as a

commodity has resulted in the increased theft of copper cable. Our operations experience high incidents of copper cable theft despite
the implementation of security measures. In addition to the general risk to employees’ lives in an area where theft occurs, we may
suffer production losses and incur additional costs as a result of power interruptions caused by cable theft and theft of bolts used for
the pipeline.

Possible scarcity of water may negatively affect our results and financial condition.

National studies conducted by the Water Research Commission, released during September 2009, found that water resources

were 4% lower than estimated in 1995 which may lead to the revision of water usage strategies by several sectors in the South
African economy, including electricity generation and municipalities. This may result in rationing or increased water costs in the
future. Such changes would adversely impact our surface retreatment operations, which use water to transport the slimes or sand from
reclaimed areas to the processing plant and to the tailings facilities. In addition, as our gold plants and piping infrastructure were
designed to carry certain minimum throughputs, any reductions in the volumes of available water may require us to adjust production
at these operations. We are currently considering a project which envisages the pumping of underground water at ERPM and effluent
water for use by our surface retreatment operations.

Government Regulation

Government policies in South Africa may adversely impact our operations and profits.

The mining industry in South Africa is extensively regulated through legislation and regulations issued through the

government’s administrative bodies. These involve directives in respect of health and safety, the mining and exploration of minerals,
and managing the impact of mining operations on the environment. A variety of permits and authorities are required to mine lawfully,
and the government enforces its regulations through the various government departments. The formulation or implementation of
government policies may be unpredictable on certain issues, including changes in laws relating to mineral rights, ownership of
mining assets and the rights to prospect and mine, additional taxes on the mining industry and in extreme cases, nationalization.

The Mineral and Petroleum Resources Development Act, 2002

On May 1, 2004, the new Minerals and Petroleum Resources Development Act, or the MPRD Act, came into effect, which

places all mineral and petroleum resources under the custodianship of the state. Private title and ownership in minerals, or the “old
order rights,” are to be converted to “new order rights,” essentially the right to mine.

Where new order rights are obtained under the MPRD Act, these rights will not be equivalent to our existing property rights.

The area covered by the new order rights may be reduced by the DMR, if it finds that the prospecting or mining work program
submitted by an applicant does not substantiate the need to retain the area covered by the old order rights. The duration of the new
order rights will no longer be perpetual but rather, in the case of new order mining rights, for a maximum of 30 years with renewals
of up to 30 years each and, in the case of prospecting rights, up to five years with one renewal of up to three years. In addition, the
new order rights will only be transferable subject to the approval of the Minister of Mineral Resources. Mining or prospecting must
commence within one year or 120 days, respectively, of the mining right or prospecting right becoming effective, and must be
conducted continuously and actively thereafter. The new rights can be suspended or cancelled by the Minister of Mineral Resources
in the event of a breach or, in the case of mining rights, non-optimal mining in accordance with the mining work program.

We have lodged applications to convert all of our old order rights, however, to the extent that we are unable to convert some of our
old order rights to new order rights, and that the exclusive rights to minerals we enjoyed under the previous statutory regime are
diminished, the operations of the MPRD Act may result in significant adjustments to our property ownership structure, which in turn
could have a material adverse effect on the underlying value of our operations. In addition, to the extent that we are unable to convert
some of our old order rights, we may have a claim for compensation based on expropriation. It is not possible to forecast with any
degree of certainty whether a claim will be enforceable against the DMR, and if enforceable, the level of compensation we will
receive, if any. As at September 30, 2012, a substantial portion of our old order mining rights’ conversion to new order mining rights
have been approved, but is yet to be issued by the DMR. The MPRD Act states that the conversions must be granted by the minister
if all requirements are completed but it does not stipulate any time frame. The MPRD Act also provides for holders of old order rights
to continue to operate under the terms and conditions of such rights until conversions under the MPRD Act have been completed. See
Item 4B. “Business Overview”.

Mining royalties and other taxation reform

The implementation of the MPRD Act have resulted result in significant adjustments to our property ownership structure

The Mineral and Petroleum Resources Royalty Act, No.28 of 2008 was enacted on November 21, 2008 and was published

in the South African Government Gazette on November 24, 2008. The Mineral and Petroleum Resources Royalty Act
(Administration), No.29 of 2008, published on November 26, 2008, became effective from March 1, 2010. These acts provide for the
payment of a royalty, calculated through a royalty rate formula (using rates of between 0.5% and 5.0%) applied against gross revenue
per year, payable half yearly with a third and final payment thereafter. The royalty is tax deductible and the cost after tax amounts to a
rate of between 0.33% and 3.3% at the prevailing marginal tax rates applicable to the group. The royalty is payable on old
unconverted mining rights and new converted mining rights. Based on a legal opinion the Company obtained, mine dumps created
before the enactment of the MPRD Act falls outside the ambit of this royalty and consequently the Company does not pay any royalty
on any dumps created prior to the MPRD Act. Introduction of further revenue based royalties or any adverse future tax reforms
would have an adverse effect on the business, operating results and financial condition of our operations.

On April 1, 2012, the South African Government replaced Secondary Tax on Companies (then 10%) with a 15%

withholding tax on dividends and other distributions payable to shareholders. Although this may reduce the tax payable by the
company or our subsidiaries, the withholding tax will reduce the amount of dividends or other distributions received by our
shareholders.

In December 2010, the National Treasury of the South African Government released a discussion paper on carbon taxes.

The implementation of these carbon taxes have been postponed until the 2013 national budget proposal. Should these taxes be
implemented, they might have a direct or indirect negative cost impact on our operations which could have an adverse effect on the
business, operating results and financial condition.

Climate change

Climate change is a global problem that requires both a concentrated international response and national efforts to reduce

greenhouse gas, or GHG, emissions. The United Nations Framework Convention on Climate Change is the main global response to
climate change. The associated Kyoto Protocol is an international agreement that classifies countries by their level of industrialization
and commits certain countries to GHG emission reduction targets. Although South Africa is not one of the developing countries
identified, it ranked among the top 20 countries measured by absolute carbon dioxide emissions. During the 2009 Copenhagen
climate change negotiations, South Africa voluntarily announced that it would act to reduce domestic GHG emissions by 34% by
2020 and 42% by 2025, subject to the availability of adequate financial, technological and other support. The two main economic
policy instruments available for setting a price on carbon and curbing GHG emissions are carbon taxation and emissions trading
schemes. In a discussion paper on carbon taxation by the South African Government released in December 2010 different methods of
carbon taxation were discussed. Should these methods be implemented, they might have a direct or indirect negative cost impact on
our operations which could have an adverse effect on the business, operating results and financial condition of our operations.

The Broad Based Socio-Economic Empowerment Charter

The Broad Based Socio-Economic Empowerment Charter for the South African Mining Industry, or Mining Charter

(effective from May 1, 2004), established certain numerical goals and timeframes to transform equity participation in the mining
industry in South Africa. The goals set by the Mining Charter include that each mining company must achieve 15% ownership by
historically disadvantaged South Africans, or HDSA, of its South African mining assets within five years and 26% ownership within
ten years from May 1, 2004. This is to be achieved by, among other methods, the sale of assets to historically disadvantaged persons
on a willing seller/willing buyer basis at market value.

In September 2010, the DMR released amendments to the Mining Charter. The intention behind the amendments to the

Mining Charter was to clarify certain ambiguities and uncertainties which existed under the Mining Charter and to provide more
specific targets. However, there are a number of matters that still require clarification and discussions in respect of interpretations of
the requirements are in progress with the DMR. The goals set by the amendments to the Mining Charter include: minimum 26%
HDSA ownership by March 2015; procurement of a minimum 40% of capital goods, 50% of consumer goods and 70% of services
from Black Economic Empowerment, or BEE, entities by March 2015; minimum 40% HDSA representation at each of executive
management level, senior management level, middle management level, junior management level and core and critical skills levels;
minimum 3% investment of annual payroll in skills training; investment in community development; and attain an occupancy rate of
one person per room in on-site accommodation.

When considering applications for the conversion of existing rights, the State will take a “scorecard” approach,

evaluating the commitments of each company to the different facets of promoting the objectives of the Mining Charter. Failure on
our part to comply with the requirements of the Mining Charter and the “scorecard” could subject us to negative consequences.
We may incur expenses in giving additional effect to the Mining Charter and the “scorecard”, including costs which we may incur
in facilitating the financing of initiatives towards ownership by historically disadvantaged persons. There is also no guarantee that
any steps we might take to comply with the Mining Charter would ensure that we could successfully acquire new order mining
rights in place of our existing rights. In addition, the terms of such new order rights may not be as favorable to us as the terms
applicable to our existing rights. We run the risk of losing our mining rights if we do not comply with the requirements stipulated
in the Mining Charter. This could have an adverse affect on our business, operating results and financial condition.

Land claims

Our privately held land and mineral rights in South Africa could be subject to land restitution claims under the Restitution of

Land Rights Act, 1994 (as amended), or Land Rights Act. Under the Land Rights Act, any person who was dispossessed of rights to
land in South Africa as a result of past racially discriminatory laws or practices is granted certain remedies, including the restoration
of the land. The initial deadline for such claims was December 31, 1998. We have not been notified of any land claims, but it is
possible that administrative delays in the processing of claims could have delayed such notification. Any claims of which we are
notified in the future could have a material adverse effect on our right to the properties to which the claims relate and prevent us using
that land and exploiting any Ore Reserves located there. This could have an adverse affect on our business, operating results and
financial condition.

Since our South African labor force has substantial trade union participation, we face the risk of disruption from labor

disputes and new South African labor laws.

Labor costs constitute 32% of our production costs for fiscal 2012, 35% for fiscal 2011 and 34% for fiscal 2010. As of

June 30, 2012, we employ and contract 2,222 people, of whom approximately 71% are members of trade unions or employee
associations. We have entered into various agreements regulating wages and working conditions at our mines. Unreasonable wage
demands could increase production costs to levels where our operations are no longer profitable. This could lead to accelerated mine
closures and labor disruptions. In addition, we are subject to strikes by workers from time to time, which result in disruptions to our
mining operations. For example, from September 15, 2009 until October 11, 2009, a strike by members of the NUM union in
connection with a dispute over new wage agreements resulted in an average daily gold production loss of 320 ounces, almost entirely
from Blyvoor’s deep-level underground mining operations.

In recent years, labor laws in South Africa have changed in ways that significantly affect our operations. In particular, laws

that provide for mandatory compensation in the event of termination of employment for operational reasons and that impose large
monetary penalties for non-compliance with the administrative and reporting requirements of affirmative action policies could result
in significant costs to us. In addition, future South African legislation and regulations relating to labor may further increase our costs
or alter our relationship with our employees. Labor cost increases could have an adverse effect on our business, operating results and
financial condition.

Labor unrest and xenophobia could affect production.

We may experience labor unrest at our operations. In particular, during October and November 2002, ERPM experienced

some labor unrest during which several striking contract workers were wounded and two workers were killed by employees of a
private security company. Furthermore, during fiscal 2008, South Africa fell victim to a slew of xenophobic attacks when a series of
riots started in the township of Alexandra. This violence of locals attacking migrants from other African countries had a direct impact
on our operations at ERPM. Three employees died and attendance was down at the operation for several days. Although these attacks
have been contained, the challenge for the South African Government is to come up with a long-term and judicious immigration
policy.

During August and September 2012, there have been a number of illegal strikes at several mining companies in South Africa

which resulted in 45 people being killed. These strikes were unprotected (not legal according to current labor legislation) and called
for above inflation wage increases and better working conditions.

Such events at our operations or elsewhere could have an adverse effect on our business, operating results and financial

condition.

Our financial flexibility could be materially constrained by South African currency restrictions.

South African law provides for exchange control regulations, which restrict the export of capital from the Common

Monetary Area, including South Africa. The Exchange Control Department of the South African Reserve Bank, or SARB, is
responsible for the administration of exchange control regulations. In particular, South African companies:

· are generally not permitted to export capital from South Africa or to hold foreign currency without the approval of SARB;
· are generally required to repatriate, to South Africa, profits of foreign operations; and
· are limited in their ability to utilize profits of one foreign business to finance operations of a different foreign business.

While the South African Government has relaxed exchange controls in recent years, it is difficult to predict whether or

how it will further relax or abolish exchange control measures in the future. For further information see Item 10D.: “Exchange
Controls.”

Risks related to ownership of our ordinary shares or ADSs

Sales of large volumes of our ordinary shares or ADSs or the perception that these sales may occur, could adversely

affect the prevailing market price of such securities.

The market price of our ordinary shares or ADSs could fall if substantial amounts of ordinary shares or ADSs are sold by

our stockholders, or there is the perception in the marketplace that such sales could occur. Current holders of our ordinary shares
or ADSs may decide to sell them at any time. Sales of our ordinary shares or ADSs, if substantial, or the perception that these
sales may occur to be substantial, could exert downward pressure on the prevailing market prices for our ordinary shares or ADSs,
causing their market prices to decline. Trading activity of hedge funds and the ability to borrow script in the market place will
increase trading volumes and may place our share price under pressure.

Your rights as a shareholder are governed by South African law, which differs in material respects from the rights of

shareholders under the laws of other jurisdictions.

Our Company is a public limited liability company incorporated under the laws of the Republic of South Africa. The

rights of holders of our ordinary shares, and therefore many of the rights of our ADS holders, are governed by our memorandum
of incorporation (previously known as memorandum and articles of association) and by South African law. These rights differ in
material respects from the rights of shareholders in companies incorporated elsewhere, such as in the United States. In particular,
South African law significantly limits the circumstances under which shareholders of South African companies may institute
litigation on behalf of a company.

We may be subject to an increase in compliance costs with our continued efforts to increase the transparency of our

reporting requirements and changing corporate governance initiatives.

As a result of our listings on NYSE and JSE, we are required to comply with new and changing reporting requirements

that have over recent years emphasized an increase in the transparency of public disclosure. The associated regulatory standards
set forth by the exchanges’ governing bodies may change over time and may be subject to interpretation. As a result we may not
execute the application of these standards properly and will congruently experience an increase in the cost of our compliance
efforts. For example, management’s required assessment of our internal controls over the financial reporting process stipulated by
Section 404 of the Sarbanes-Oxley Act of 2002 commands the need for resources from management in addition to our external
auditors who are required to attest to our internal control over financial reporting. Maintaining high standards of corporate
governance and public disclosure is highly prioritized in our organization and with our continued efforts to comply with these
laws currently effective and any future legislative introductions or changes, we will continue to incur the related costs.

It may not be possible for you to effect service of legal process, enforce judgments of courts outside of South Africa or

bring actions based on securities laws of jurisdictions other than South Africa against us or against members of our board.

Our Company, certain members of our board of directors and executive officers are residents of South Africa. In

addition, our cash producing assets are located outside the United States and a major portion of the assets of members of our board
of directors and executive officers are either wholly or substantially located outside the United States. As a result, it may not be
possible for you to effect service of legal process, within the United States or elsewhere outside South Africa, upon most of our
directors or officers, including matters arising under United States federal securities laws or applicable United States state
securities laws.

Moreover, it may not be possible for you to enforce against us or the members of our board of directors and executive

officers judgments obtained in courts outside South Africa, including the United States, based on the civil liability provisions of
the securities laws of those countries, including those of the United States. A foreign judgment is not directly enforceable in South
Africa, but constitutes a cause of action which will be enforced by South African courts provided that:

· the court which pronounced the judgment had jurisdiction to entertain the case according to the principles recognized by
South African law with reference to the jurisdiction of foreign courts;
· the judgment is final and conclusive (that is, it cannot be altered by the court which pronounced it);
· the judgment has not lapsed;
· the recognition and enforcement of the judgment by South African courts would not be contrary to public policy, including
observance of the rules of natural justice which require that no award is enforceable unless the defendant was duly served
with documents initiating proceedings, that he was given a fair opportunity to be heard and that he enjoyed the right to be
legally represented in a free and fair trial before an impartial tribunal;
· the judgment was not obtained by fraudulent means;
· the judgment does not involve the enforcement of a penal or revenue law; and
· the enforcement of the judgment is not otherwise precluded by the provisions of the Protection of Business Act, 1978 (as
amended), of South Africa.

It is the policy of South African courts to award compensation for the loss or damage actually sustained by the person to

whom the compensation is awarded. Although the award of punitive damages is generally unknown to the South African legal system
that does not mean that such awards are necessarily contrary to public policy. Whether a judgment was contrary to public policy
depends on the facts of each case. Exorbitant, unconscionable, or excessive awards will generally be contrary to public policy. South
African courts cannot enter into the merits of a foreign judgment and cannot act as a court of appeal or review over the foreign court.
South African courts will usually implement their own procedural laws and, where an action based on an international contract is
brought before a South African court, the capacity of the parties to the contract will usually be determined in accordance with South
African law. It is doubtful whether an original action based on United States federal securities laws may be brought before South
African courts. A plaintiff who is not resident in South Africa may be required to provide security for costs in the event of
proceedings being initiated in South Africa. Furthermore, the Rules of the High Court of South Africa require that documents
executed outside South Africa must be authenticated for the purpose of use in South African courts. It is not possible therefore for an
investor to seek to impose criminal liability on us in a South African court arising from a violation of United States federal
securities laws.

ITEM 4. INFORMATION ON THE COMPANY

4A. HISTORY AND DEVELOPMENT OF THE COMPANY

Introduction

DRDGOLD Limited or DRDGOLD is a South African gold mining company engaged in surface gold tailings retreatment

including exploration, extraction, processing and smelting. Our black economic empowerment partners are Khumo Gold SPV
Proprietary Limited, or Khumo Gold and an employee trust (known as the DRDSA Empowerment Trust), which hold 20% and 6%
respectively in our subsidiaries, Ergo Mining Operations Proprietary Limited, or EMO and Blyvooruitzicht Gold Mining Company
Limited, or Blyvoor. We have a 74% interest in EMO and, up to June 1, 2012, in Blyvoor. On June 1, 2012, we sold our entire
interest and claims against Blyvoor to Business Venture Investment No 1557 Proprietary Limited, a wholly owned subsidiary of
Village Main Reef Limited, or Village.

As at June 30, 2012, EMO wholly owned and operated Crown Gold Recoveries Proprietary Limited, or Crown, Ergo

Mining Proprietary Limited, and East Rand Proprietary Mines Limited, or ERPM. EMO also owned 65% of ErgoGold
(unincorporated entity), with DRDGOLD holding the remaining 35%. Ergo Mining Proprietary Limited, Crown, ErgoGold and
ERPM’s Cason operation are collectively referred to as Ergo. On July 2, 2012, all the group’s surface operations, including Crown
and ErgoGold, were restructured into Ergo Mining Proprietary Limited.

DRDGOLD is also a 50% partner in Chizim Gold (Pvt) Limited, or Chizim Gold, an early-stage gold exploration project on

Zimbabwe’s Greenstone Belt.

We are a public limited liability company, incorporated on February 16, 1895, as Durban Roodepoort Deep Limited, and our

shares were listed on the JSE in that same year. In 1898, our milling operations commenced with 30 stamp mills and in that year we
treated 38,728 tons of ore and produced 22,958 ounces of gold. On December 3, 2004, the company changed its name from Durban
Roodepoort Deep Limited to DRDGOLD Limited. Our operations have focused on South Africa's West Witwatersrand Basin, which
has been a gold producing region for over 100 years.

To facilitate access to global capital markets our shares and/or related instruments trade on the JSE, New York Stock

Exchange, the Marche Libre on the Paris Bourse, the Brussels Bourse in the form of International Depository Receipts, the Over The
Counter, or OTC, market in Berlin and Stuttgart and the Regulated Unofficial Market on the Frankfurt Stock Exchange.

Our registered office and business address is 1

Floor, Building 1, Quadrum Office Park, 50 Constantia Boulevard,

Constantia Kloof Ext. 28, Roodepoort, South Africa. The postal address is P.O. Box 390, Maraisburg 1700, South Africa. Our
telephone number is (+27 11) 470-2600 and our facsimile number is (+27 11) 470-2618. We are registered under the South African
Companies Act, 1973 (as amended) under registration number 1895/000926/06. The South African Companies Act, 1973 has been
superseded by the South African Companies Act 71, 2008 which had been promulgated as from May 1, 2011. For our ADSs, the
Bank of New York, at 101 Barclay Street, New York, NY 10286, United States, has been appointed as agent.

South African operations

Ergo (continuing operations)

Ergo was formed in June 2007, primarily to recover and treat – over a period of 12 years – some 186 million tones (Mt) of

surface tailings contained in the Elsburg Tailings Complex for gold. As a second-phase development, in conjunction with a new
pipeline linking Ergo with Crown, the Ergo plant’s second carbon-in-leach (CIL) circuit was refurbished to increase capacity from
1.2 million tones per month (Mtpm) to 1.8Mtpm. Ergo is licensed to produce uranium and sulphuric acid, and a feasibility study to
assess the potential of these by-products from the Ergo resource will be completed in fiscal 2013. On July 1, 2012, Ergo acquired the
mining assets and certain liabilities of Crown and all the surface assets and liabilities of ERPM as part of the restructuring of our
surface assets. Also as part of the restructuring, Ergo acquired DRDGOLD's 35% interest in ErgoGold for R200 million.

Crown was acquired on September 14, 1998, in exchange for 5,925,139 of our ordinary shares. Also located within the

Witwatersrand Basin, Crown exploits various surface sources, including sand and slime tailings deposited as part of previous mining
operations. On July 1, 2012, Crown sold its mining assets, mining and prospecting rights and certain liabilities to Ergo in exchange
for shares in Ergo as part of the restructuring of our surface operations.

ERPM, which consists of the original underground mine, the Cason Dump surface retreatment operation and ERPM

Extension 1 and 2 exploration tenements, was acquired on October 10, 2002. Underground mining at ERPM was halted in October
2008. On July 1, 2012, ERPM sold its surface mining assets, and its 65% interest in ErgoGold to Ergo in exchange for shares in Ergo
as part of the restructuring of our surface operations.

Blyvoor (discontinued operation)

Blyvoor was acquired on September 15, 1997, in exchange for 12,693,279 of our ordinary shares, is a predominantly

underground operating mine located within the Witwatersrand Basin, exploiting gently to moderately dipping gold bearing quartz
pebble conglomerates in addition to certain surface sources. On June 1, 2012, our entire interest in Blyvoor was sold to Village.

Zimbabwe exploration

Chizim Gold

Chizim Gold was established, on December 9, 2009 as a 50:50 joint venture with Chizim Investments (Pvt) Limited, or

Chizim Investments, to conduct feasibility studies on certain gold exploration tenements in Zimbabwe’s Greenstone Belt extending
over an area of more than 21,000 hectares.

Important Events in Our Development Generally and in the Current Year

Blyvoor provisional judicial management and business rescue proceedings

On November 9, 2009, we announced that, in a bid to save our Blyvoor mine from liquidation, we intended applying to the

High Court of South Africa for a provisional judicial management order over the operation. A provisional judicial management order
was granted by the High Court of South Africa on November 10, 2009.

The application, in terms of the provisions of Section 427 of the South African Companies Act, 1973, was prompted by

Blyvoor’s inability to continue to sustain losses incurred since April 2009, which were brought about by the following circumstances:

· a drop in the rand gold price received between April 1, 2009 and September 30, 2009, due to the strengthening of the
   Rand against the US dollar;
· extensive damage caused during May 2009 to higher-grade underground production areas at Blyvoor’s No. 5 Shaft by
   seismic activity, restoration of which was expected to take until March 2010 to complete;
· power utility Eskom’s higher winter tariffs, compounded by a 32% price increase effective from July 1, 2009, and the
   likelihood of further increases in coming months; and
· the wage strike by the National Union of Mineworkers, which lasted for almost a month and resulted in the loss of
   approximately 8,000 ounces of production.

In terms of a provisional judicial management order, the court appointed a judicial manager who had a wide range of powers

at his disposal to take such actions he deemed necessary to save the business. These could include giving certain creditors temporary
preference over others and agreeing compromises with creditors without the risk of committing an act of insolvency and thereby
exposing the mine to liquidation.

On April 13, 2010, DRDGOLD announced that the High Court of South Africa had agreed to lift, with

immediate effect, the provisional judicial management order in place since November 10, 2009. The Company’s application to the
court for the lifting of the provisional judicial management order, pointed out that for the period from November 2009 to February
2010, Blyvoor had traded at an unaudited profit of R33.6 million, the amount owed to trade creditors at the time when the
provisional judicial management order was granted had been reduced from R39.0 million to R2.2 million, monthly production of
gold had increased from 8,745 ounces to 10,127 ounces and the gold price had increased from R240,000/kg to R265,000/kg.

On December 2, 2009, DRDGOLD announced a proposed transaction to sell 60% of Blyvoor to Aurora Empowerment

Systems Proprietary Limited, or Aurora, for R295 million. On April 1, 2010, the proposed transaction was cancelled by mutual
agreement between DRDGOLD and Aurora.

On June 23, 2011, DRDGOLD announced that it had suspended financial assistance to Blyvoor. The decision followed

the promulgation of the new South African Companies Act, 2008, which requires directors of parent companies to seek the
consent of the parent company shareholders and then to consider the effects on the solvency and liquidity of the parent company
as conditions precedent to the provision of financial assistance to subsidiaries. Blyvoor’s production had been trending down as a
result of a drop in grade, public holiday interruptions and seismicity-related work stoppages, while costs had increased due mainly
to higher electricity charges, and particularly power utility Eskom’s winter tariff which added R11 million a month to overhead
costs.

The Board of Directors of Blyvoor had, in response to DRDGOLD’s decision, resolved to begin business rescue

proceedings for Blyvoor in terms of Chapter 6 of the Companies Act, 2008. The business rescue process provided for in Chapter 6
replaces the judicial management process in the previous Companies Act, 1973. DRDGOLD supported the decision of the
Blyvoor Board of Directors.

On September 27, 2011, DRDGOLD announced that the Business Rescue Practitioner overseeing business rescue

proceedings at Blyvoor had given notice of Blyvoor’s intention to enter a 60-day consensus-seeking process in terms of Section
189 (3) of the Labour Relations Act with the National Union of Mineworkers, or NUM and the United Association of South
Africa, or UASA – the Union, to consider reducing employee numbers by approximately 500 employees. The reason for the need
to consider the reduction was that Blyvoor – under business rescue proceedings in terms of Chapter 6 of the Companies Act, 2008,
since June 2011 – had been unable to meet production and financial targets, a situation exacerbated by higher utility costs.
Blyvoor proposed voluntary separation and application of the principle of “last in, first out” as among the mechanisms to be
applied to effect the required reduction in employee numbers. Measures that were under consideration to achieve a targeted 30%
improvement in the cost of production in R/kg terms, and thus to avoid employee reduction, included:

· a reduction in overtime expenditure;
· an increase in available work time and subsequent re-organization of shifts;
· a re-evaluation of the profitability of 6 Shaft, 4 Shaft and the Reef Picking Project;
· a reduction of departmental costs by 10%; and
· revised mining plans.

The Business Rescue Practitioner terminated the business rescue proceedings with effect from November 10, 2011,

following his conclusion that there were no longer grounds to believe that Blyvoor was financially distressed. In November 2011
the gold price had increased significantly to approximately R460,000/kg, which was the major contributor to this conclusion.

Disposal of Blyvoor

DRDGOLD, Village Main Reef Limited (Village), Blyvoor and Business Venture Investments No 1557 Proprietary

Limited (a wholly owned subsidiary of Village) (Purchaser) entered into a sale of shares and claims agreement (Agreement) on
February 11, 2012.

Pursuant to the terms of the Agreement, DRDGOLD agreed to sell its entire shareholding in Blyvoor (which amounts to

74% of the total issued ordinary share capital of Blyvoor) (Sale Shares) and its working capital and shareholder loan claims
against Blyvoor (Sale Claims) to the Purchaser (Transaction).

The Transaction is divided into the Part A Sale and the Part B Sale. In terms of the Part A Sale, the Sale Claims are sold

to the Purchaser and in terms of the Part B Sale, the Sale Shares are sold to the Purchaser.

The purchase consideration payable in respect of the Sale Claims and the Sale Shares was discharged by Village through

the issue of 85,714,286 new ordinary shares in Village (Village Shares) and an amount of R1 payable in cash by Village,
respectively.

The Part A Sale completed on June 1, 2012, at which time 65,714,286 of the Village Shares were issued directly to

DRDGOLD and 20,000,000 were transferred into escrow (Escrow Shares) pending completion of the Part B Sale.

The Part B Sale is subject to the fulfillment, or waiver (if applicable), of the following conditions precedent:

· by not later than 17h00 on the second anniversary of the signature date of the Agreement, the Department of Mineral
   Resources (DMR) has granted the conversion of Blyvoor’s old order mining right and the new order mining right has
   been notarially executed and registered in the Mining Titles Office (Conversion); and
· by not later than 17h00 on the third anniversary of the signature date of the Agreement, the DMR has unconditionally
   approved the transfer of DRDGOLD’s interest in Blyvoor to the Purchaser in terms of section 11 of the Mineral and
   Petroleum Resources Development Act, No 28 of 2002 (MPRDA) or conditionally approved it on terms and conditions
   which both DRDGOLD and the Purchaser confirms to be acceptable (Section 11 Approval).

Upon fulfillment of the Part B conditions precedent, the Escrow Shares together with any accrued dividends thereon will

be released to DRDGOLD and the Sale Shares will be transferred to the Purchaser.

If the Conversion does not occur in accordance with the terms of the Agreement, or the Conversion occurs but Section 11

Approval is not obtained, any one, or more, of the following may occur:

· the sale of the Sale Shares is implemented and the Sale Shares are transferred to the Purchaser;
· a portion of the Sale Claims revert to DRDGOLD;
· the Escrow Shares together with any accrued dividends thereon are released to DRDGOLD or to the Purchaser;
· the appointment of the Purchaser as DRDGOLD’s agent to render corporate services on behalf of DRDGOLD to
Blyvoor continues or is terminated; and/or
· the DRDGOLD’s right to receive dividends in respect of the Sale Shares is reinstated.

Funding raised for the Ergo flotation/fine-grind plant

DRDGOLD established a Domestic Medium Term Note Programme (DMTN Programme) under which it may from time

to time issue notes. DRDGOLD successfully issued R111 million under the DMTN Programme on July 2, 2012 and R54 million
on September 14, 2012 which will be applied towards the capital requirements of the Ergo flotation/fine-grind plant.

Restructuring of the surface operations

In order to improve synergies, effect cost savings and a simpler group structure, DRDGOLD announced, on July 3, 2012,

the restructuring of the group’s surface operations into Ergo (effective July 1, 2012). Ergo is a wholly-owned subsidiary of EMO.
EMO is 74% held by DRDGOLD, 20% by its black economic empowerment (BEE) partner, Khumo Gold and 6% by the DRDSA
Empowerment Trust.

The restructuring was effected by a number of transactions, including the following:

· DRDGOLD sold its 35% direct interest in the ErgoGold unincorporated partnership to Ergo for R200 million on loan
account;
· Crown sold its mining assets (excluding its 50% interest in Ergo), mining and prospecting rights and certain liabilities
to Ergo in exchange for shares in Ergo;
· ERPM sold all of its surface mining assets (excluding its 50% interest in Ergo) and its 65% interest in ErgoGold to Ergo
in exchange for shares in Ergo; and
· Crown and ERPM will distribute their entire holdings in Ergo to their sole shareholder, EMO.

Consequently, EMO will hold 100% of Ergo.

All conditions for DRDGOLD’s disposal of its 35% direct ErgoGold interest have been met. The ERPM and Crown

disposals are subject to the consent of the Minister of Mineral Resources in terms of section 11 of the MPRDA.

For further information on other capital investments, divestures, capital expenditure and capital commitments, see Item

4D.: “Property, Plant and Equipment,” and Item 5B.: “Liquidity and Capital Resources.”

4B. BUSINESS OVERVIEW

Description of Our Mining Business

Surface tailings retreatment

Surface tailings retreatment involves the extraction of gold from old mine dumps, comprising the waste material from earlier

underground gold mining activities. This is done by reprocessing sand dumps and slimes dams along the reefs that stretch from east
to west just to the south of Johannesburg’s central business district (CBD). Sand dumps are the result of the less efficient stamp-
milling process employed in earlier times. They consist of coarse-grained particles which generally contain higher quantities of gold.
Sand dumps are reclaimed mechanically using front end loaders that load sand onto conveyor belts. The sand is fed onto a screen
where water is added to wash the sand into a sump, from where it is pumped to the plant. Most sand dumps have already been
retreated using more efficient milling methods. Lower grade slimes dams are also the result of the old treatment methods but do not
require milling. This material has become economically more viable to process owing to improved treatment methods and a higher
gold price. The material from the slimes dams is broken down using monitor guns that spray jets of high pressure water at the target
area. The resulting slurry is then pumped to a treatment plant for processing.

Underground mining

Our underground mining operations, which have now either been sold or closed down, comprised relatively mature assets

and the principal mining method used was the extraction of previously abandoned Ore Reserves, which required a high degree of
opening up, development and retreatment of these previously abandoned Ore Reserves.

Exploration

Exploration activities are focused on the extension of existing ore bodies and identification of new ore bodies both at

existing sites and at undeveloped sites. Once a potential ore body has been discovered, exploration is extended and intensified in
order to enable clearer definition of the ore body and the portions with the potential to be mined. Geological techniques are constantly
refined to improve the economic viability of exploration and exploitation.

Our Metallurgical Plants and Processes

A detailed review of the metallurgical plants and processes for each of the mining operations is provided under Item 4D.:

“Property, Plant and Equipment.”

Market

The gold market is relatively liquid compared to other commodity markets, with the price of gold generally quoted in

dollars. Physical demand for gold is primarily for manufacturing purposes, and gold is traded on a world-wide basis. Refined 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 (due to the tendency of
gold to retain its value in relative terms against basic goods and in times of inflation and monetary crises).

The use of gold as a store of value and the large quantities of gold held for this purpose in relation to annual mine production

have meant that historically the potential total supply of gold has been far greater than 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 in the case of other commodities.
Instead, the gold price has from time to time been significantly affected 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 and currency devaluation, gold is often seen as a safe haven, leading to increased purchases of gold and support for
its price.

The gold market was strong but remained volatile in fiscal 2012, trading between a low of $1,483 per ounce and a high of

$1,895 per ounce. The average spot price was 22% higher than in the previous fiscal year, at $1,679 per ounce. Amid continuing
global economic uncertainty, investors turned once more to gold (notably to safe-haven products such as Exchange Traded Funds)
and this, together with more de-hedging activity and a slowdown in new mine supply, particularly from South Africa, saw demand
exceed supply. The average gold price received by us for the year was R418,538 per kilogram which was 36% higher than the
previous year at R308,221 per kilogram.

Looking ahead, we believe that the global economic environment, including economic uncertainty and other factors, will

continue to make gold attractive to investors. The supply side shortfall is likely to continue because of circumstances including
operational challenges and delays in opening new mines and the challenge, particularly to South African producers such as ourselves,
of maintaining profitable production in the face of rising costs.

Our total revenue by geographic market was as follows:

Year ended June 30,

2012

2011 2010

R’000

R’000 R’000

South Africa...............................................................................................

3,004,264

2,565,319 1,990,522

3,004,264

2,565,319 1,990,522

All gold produced by our South African Operations is sold on our behalf by Rand Refinery Proprietary Limited, or RRL, in

accordance with a refining agreement entered into in October 2001. At our various operations the gold bars which are produced
consist of approximately 85% gold, 7-8% silver and the balance comprises copper and other common elements. The gold bars are
sent to RRL for assaying and final refining where the gold is purified to 99.9% and cast into troy ounce bars of varying weights. RRL
then usually sells the gold on the same day as delivery, for the London afternoon fixed Dollar price, with the proceeds remitted to us
in rand within two days. In exchange for this service, we pay RRL a variable refining fee plus fixed marketing, loan and
administration fees. We currently own 4% (Fiscal 2011: 4%) of RRL (which is jointly owned by South African mining companies),
which is disclosed in our financial statements, however the Company believes it has the right to a further 6.22% in RRL which is
currently being brought to RRL’s attention and the Company will contest if this additional interest is not awarded. Mr. T.J. Gwebu
our Executive Officer Compliance, is a director of RRL, member of their Remuneration Committee and chairman of their Social and
Ethics Committee and Mr. M. Burrell , our Financial Director Ergo, replaced Mr. D.J. Pretorius, our CEO, as an alternate director of
RRL and is also a member of their Audit Committee.

Ore Reserves

The tables below set out the Proven and Probable Ore Reserves that are the Group’s Ore Reserves as of June 30, 2012,

and 2011, in both imperial and metric units. Our Ore Reserves are comprised of our attributable Ore Reserves.

Ore Reserve estimates in this Annual Report are reported in accordance with the requirements of the SEC’s Industry

Guide 7. Accordingly, as of the date of reporting, all reserves are planned to be mined out under the life of mine business plans
within the period of our existing rights to mine, or within the time period of assured renewal periods of our rights to mine. In
addition, as of the date of reporting, all reserves are covered by required permits and governmental approvals. See Item 4D.:
“Property, Plant and Equipment” for a description of the rights in relation to each mine.

In South Africa, we are legally required to publicly report Ore Reserves and Mineral Resources in compliance with the

South African Code for the Reporting of Exploration Results, Mineral Resources and Mineral Reserves, or SAMREC Code. The
SEC’s Industry Guide 7 does not recognize Mineral Resources. Accordingly, we do not include estimates of Mineral Resources in
this Annual Report.

Ore Reserve calculations are subject to a review conducted in accordance with SEC Industry Guide 7. Components of the

calculations included in the geological models and input parameters of the reserve estimation procedures, were checked. In
addition, visual inspection of the planning to deliver an individual block to the metallurgical plant, and the recovery, and
deposition of the tailings, took place. A check is also made of the financial input into the costs and revenue to affirm that they are
within reasonable limits.

The Ore Reserves are inclusive of diluting materials and allow for losses that may occur when the material is mined. Ore

Reserve tons, grade and content are quoted as delivered to the gold plant. There are two types of methods available to select ore for
mining. The first is pay-limit, which includes cash costs, including overhead costs, to calculate the pay-limit grade. The second is the
cut-off grade which includes cash costs, excluding fixed overhead costs, to calculate the cut-off grade, resulting in a lower figure than
the full pay-limit grade. The cut-off grade is based upon direct costs from the mining plan, taking into consideration production
levels, production efficiencies and the expected costs. We use the pay-limit to determine which areas to mine, as an overhead
inclusive amount that is indicative of the break-even position, especially for marginal mining operations.

The pay-limit approach is based on the minimum in-situ grade of ore blocks, for which the production costs, which includes

all overhead costs, including head office charges, are equal to a three-year historical average gold price per ounce for that year. This
calculation also considers the previous three years’ mining and milling efficiencies, which includes metallurgical and other mining
factors and the production plan for the next twelve months. Only blocks above the pay-limit grade are considered for mining. The
pay-limit grade is higher than the cut-off grade, because this includes overhead costs, which indicates the break-even position of the
operation, especially significant for marginal mines.

When delineating the economic limits to the ore bodies, we adhere to the following guidelines:

· The potential ore to be mined is well defined by an externally verified and approved geological model created using our
mining software;

· The potential ore, which is legally allowed to be mined, is also confined by the mine's lease boundaries; and
· A full life of mine business plan (physical 5 year plan) is constructed to mine the ore from existing infrastructure.

Our Ore Reserves figures are estimates, which may not reflect actual reserves or future production. We have prepared these

figures in accordance with industry practice, converting mineral deposits to an Ore Reserve through the preparation of a mining plan.
The Ore Reserve estimates contained herein inherently include a degree of uncertainty and depend to some extent on statistical
inferences which may ultimately prove to have been unreliable.

Reserve estimates require revisions based on actual production experience or new information. Should we encounter

mineralization or formations different from those predicted by past drilling, sampling and similar examinations, reserve estimates
may have to be adjusted and mining plans may have to be altered in a way that might adversely affect our operations. Moreover, if
the price of gold declines, or stabilizes at a price that is lower than recent levels, or if our production costs increase or recovery rates
decrease, it may become uneconomical to recover Ore Reserves containing relatively lower grades of mineralization.

Our Ore Reserves are prepared using three year average gold prices at the time of reserve determination. In light of the

significant increase in gold prices, since fiscal 2006 the Company prepares its life of mine business plans using the prevailing gold
price at the time of the reserve determination, which is at the end of the fiscal year.

Gold prices and exchange rates used for Ore Reserves and for our business plan are outlined in the following table.

2012 2011

Three-year average Business Plan Three-year average Business Plan

Reserve gold price –$/oz

1,388

1,651

1,121

1,536

Reserve gold price –R/kg

331,792

408,381

276,753

328,155

Exchange rate –R/$

7.44

7.69

7.68

6.65

In fiscal 2012, our attributable Ore Reserves (imperial) decreased by 71% from 6.3 million ounces at June 30, 2011, to

1.8 million ounces at June 30, 2012, primarily as a consequence of the disposal of Blyvoor.

Based on the life of mine business plans, the life of mine for each of our operations at June 30, 2012, are set out in the

table below.
Underground Surface
Mine 2012 2011 2012 2011
Blyvoor

....................................................

Not applicable

20 years

Not applicable

1 year

Crown ........................................................

Not applicable

Not applicable²

11 years

Ergo

.........................................................

Not applicable

10 years

11 years

Our Ore Reserves as of June 30, 2012 and 2011 are set forth in the table below.

Blyvoor was sold on June 1, 2012.

Ergo has been restated to include Ergo Mining Proprietary Limited, ErgoGold, Crown and ERPM’s surface retreatment operation.

Ore Reserves: Imperial

At June 30, 2012

At June 30, 2011

Proven Ore Reserves

Probable Ore Reserves

Proven Ore Reserves

Probable Ore Reserves

Tons

Grade

Gold

Content

Tons

Grade

Gold

Content

Tons

Grade

Gold

Content

Tons

Grade

Gold

Content

(mill)

(oz/ton)

('000 ozs)

(mill)

(oz/ton) ('000 ozs) (mill) (oz/ton)

('000 ozs)

(mill)

(oz/ton) ('000 ozs)

Blyvoor

Underground ...................................................

- -

- - -

18.44

0.16

2,913

9.06

0.15

1,352

Surface ................................................................

- -

2.18

0.03 74 - - -

Total Blyvoor ..................................................

- -

- - -

20.62

0.14

2,987

9.06

0.15

1,352

Ergo

1 2

Surface ................................................................ 135.23 0.01 1,281

51.21 0.01 544

147.46

0.01 1,408

54.90 0.01 589

Total Ergo ........................................................ 135.23 0.01 1,281

51.21 0.01 544

147.46

0.01 1,408

54.90 0.01 589

Total Group

Underground ....................................................

- -

- - -

18.44

0.16

2,913

9.06

0.15

1,352

Surface ................................................................ 135.23 0.01 1,281

51.21 0.01 544

149.64

0.01 1,482

54.90 0.01 589

Total

............................................................... 135.23 0.01

1 ,281

51.21

0.01

544

168.08

0.03

4,395

63.96

0.03

1,941

Proven and Probable Ore reserves for fiscal 2012 and 2011 reflect our attributable 74% interest in Ergo and for fiscal 2011 our attributable 74% in Ergo and Blyvoor.

Ergo’s Ore Reserves include the Elsburg and Benoni tailings complexes which are being processed by Ergo, however the mining rights for these tailings are owned by ERPM. Crown has been included under

Ergo for fiscal 2012 and 2011.

The Ore Reserves listed in the above table are estimates of what can be legally and economically recovered from operations, and, as stated, are estimates of mill delivered in tons.

Ore Reserves: Metric

At June 30, 2012

At June 30, 2011

Proven Ore Reserves

Probable Ore Reserves

Proven Ore Reserves

Probable Ore Reserves

Tonnes Grade

Gold

Content Tonnes Grade

Gold

Content Tonnes Grade

Gold

Content

Tonnes

Grade

Gold

Content

(mill) (g/tonne) (tonnes) (mill) (g/tonne) (tonnes) (mill) (g/tonne) (tonnes)

(mill)

(g/tonne)

(tonnes)

Blyvoor

Underground .....................................................

- - -

16.73

5.42

90.61

8.22

5.12

42.06

Surface .................................................................

- - -

1.98

1.16

2.29

- - -

Total Blyvoor ................................................

- - -

18.71

4.97

92.90

8.22

5.12

42.06

Ergo

1 2

Underground ......................................................

- - -

Surface .................................................................. 122.68 0.32 39.83

46.46 0.36 16.92

133.78 0.31

43.79

49.81

0.37-

18.32

Total Ergo .......................................................... 122.68 0.32 39.83

46.46 0.36 16.92

133.78 0.31

43.79

49.81 0.37

18.32

Total Group

Underground .....................................................

- - -

16.73

5.42

90.61

8.22

5.12

42.06

Surface ................................................................. 122.68 0.32 39.83

46.46 0.36 16.92

135.76 0.34

46.08

49.81 0.37

18.32

Total

................................................................ 122.68 0.32 39.83

46.46 0.36 16.92

152.49 0.90

136.69

58.03 1.04

60.38

Proven and Probable Ore Reserves for fiscal 2012 reflect our attributable 74% interest in Ergo and for fiscal 2011 our attributable 74% in Ergo and Blyvoor.

Ergo for fiscal 2012 and 2011.

The Ore Reserves listed in the above table are estimates of what can be legally and economically recovered from operations, and, as stated, are estimates of mill delivered in tons.

The measurement and classification of our Proven and Probable Ore Reserves are sensitive to the fluctuation of the gold

price. If we had used different gold prices than the three-year average prices at the time of reserve determination as of June 30, 2012,
2011 and 2010 respectively, we would have had significantly different reserves as of those dates. Using the same methodology and
assumptions as were used to estimate Ore Reserves but with different gold prices, our attributable Ore Reserves as of June 30, 2012,
2011 and 2010 would be as follows:

Year ended June 30, 2012

Three-year

average price

Business Plan

at prevailing

price

10% Below

prevailing

price

10% Above

prevailing

price

Rand gold price per kilogram

331,792 408,381 367,543 449,219

Dollar gold price per ounce

1,388 1,651 1,486 1,816

Attributable ore reserves (million ounces)

1.8 1.8 1.8 2.1

Year ended June 30, 2011

Three-year

average price

Business Plan

at prevailing

price

10% Below

prevailing

price

10% Above

prevailing

price

Rand gold price per kilogram..........................................

276,753 328,155 295,340 360,971

Dollar gold price per ounce.............................................

1,121 1,536 1,382 1,690

Attributable ore reserves (million ounces) .....................

6.3 7.3 6.7 7.8

Year ended June 30, 2010

Three-year

average price

Business Plan

at prevailing

price

10% Below

prevailing

price

10% Above

prevailing

price

Rand gold price per kilogram..........................................

236,752 306,081 275,473 336,689

Dollar gold price per ounce.............................................

926 1,244 1,120 1,368

Attributable ore reserves (million ounces) .....................

6.0 7.3 6.8 7.8

The approximate mining recovery factors for the 2012 ore reserves shown in the above table are as follows:

Surface

Mine

Mine Call Factor

(%)

Metallurgical and

recovery factor

(%)

Crown

.......................

100.0

59.1

Ergo.............................

100.0

38.4

The approximate mining recovery factors for the 2011 ore reserves shown in the above table are as follows:

Underground Surface

Mine

Dilution

(Sundries,

Shortfall and

Development)

(%)

Mine Call Factor

(%)

Metallurgical and

recovery factor

(%)

Mine Call Factor

(%)

Metallurgical and

recovery factor

(%)

Crown¹ ........................

Not applicable

Not applicable Not applicable

100.0

59.3

Ergo.............................

Not applicable

Not applicable Not applicable

100.0

39.3

Blyvoor .......................

23.2 81.0 92.3 100.0 40.6

The following table shows the average drill/sample spacing (rounded to the nearest foot), as at June 30, 2012 and 2011, for

each category of Ore Reserves at our mines calculated based on a three year average dollar price of gold.

Mine

Proven

Reserves

Probable

Reserves

Blyvoor................................................................................................................... 16 ft. by 24 ft.

20 ft. by 20 ft.

Ergo ........................................................................................................................ 328 ft. by 328 ft.

328 ft. by 328 ft.

The pay-limit grades based on the three year average dollar price for gold and costs used to determine reserves as of

Crown has been included under Ergo for reporting purposes during fiscal 2012 but is disclosed separately above due to the different

mettalurgical and recovery factor.

June 30, 2012, are as follows:

Underground Surface

Mine

Pay-limit grade

(g/t)

Costs used to

determine pay-

limit grade

(R/t)

Pay-limit grade

(g/t)

Costs used to

determine pay-

limit grade (R/t)

Crown

......................................................................

Not applicable

Not applicable 0.27 64.91

Ergo............................................................................

Not applicable

Not applicable 0.19 29.42

The pay-limit grades and costs used to determine reserves as of June 30, 2011, are as follows:

Underground Surface

Mine

Pay-limit grade

(g/t)

Costs used to

determine pay-

limit grade

(R/t)

Pay-limit grade

(g/t)

Costs used to

determine pay-

limit grade (R/t)

Blyvoor .....................................................................

7.94 1,284.34

0.27

30.04

Crown¹ ......................................................................

Not applicable

Not applicable 0.52 84.86

Ergo............................................................................

Not applicable

Not applicable 0.24 25.60

We apply the pay-limit approach to the mineralized material database of our various shafts or business units in order to

determine the tonnage and grade available for mining.

Governmental regulations and their effects on our business

South Africa

Common Law Mineral Rights and Statutory Mining Rights

Prior to the introduction of the Minerals and Petroleum Resources Development Act, or MPRD Act, in 2002, private

ownership in mineral rights and statutory mining rights in South Africa could be acquired through the common law or by statute.
Under the old regime, the term freehold title refers to a right of ownership of land and the surface thereof and the term “mining title”
refers to a right of ownership of the minerals below the surface or the right to mine such minerals. With effect from May 1, 2004, all
minerals have been placed under the custodianship of the South African government under the provisions of the MPRD Act, and old
order proprietary rights need to be converted to new order rights of use within certain prescribed periods, as dealt with in more detail
below.

Old Order Rights - Mining Authorizations

Schedule II of the MPRD Act allows the Minister to issue or grant, on application, the appropriate rights referred to in the

section concerned over the same mineral on the same land which is the subject of the old order right. By way of example, holders of
unused old order rights had for a period of one year from the effective date of the MPRD Act the exclusive right to apply for an
appropriate right in terms of item 8 of Schedule II. Once an old order right is lodged for conversion at the Department of Mineral
Resources (DMR), it remains in force until it is converted. The old order right ceases to exist upon the conversion of the old order
right and the registration of the new right into which the old order right was converted.

Conversion of Rights under the Mineral and Petroleum Resources Development Act, 2002

Existing old order rights, whether statutorily or in terms of common law, need to be converted into new order rights in order

to ensure exclusive access to the mineral for which rights existed at the time of the enactment of the MPRD Act. In respect of used
old order mining rights, the DMR is obliged to convert the rights if the applicant complies with certain statutory criteria. These
include the submission of a mining works program, demonstrable technical and financial capability to give effect to the program,
provision for environmental management and rehabilitation, and compliance with certain black economic empowerment criteria and
the social and labor plan. These applications had to be submitted within five years after the promulgation of the MPRD Act on
May 1, 2004. Similar procedures apply where we hold prospecting rights and a prospecting permit and conduct prospecting
operations. Under the MPRD Act, mining rights are not perpetual, but endure for a fixed period, namely a maximum period of thirty
years, after which they may be renewed for a further period of thirty years. Prospecting rights are limited to five years, with one
renewal of three years. Applications for conversion of our old order rights have been submitted to the DMR During this period, we
are permitted to continue to operate under the terms and conditions of the old order rights which we hold. As at September 30, 2012,

Crown has been included under Ergo in fiscal 2012 for reporting purposes but is disclosed separately above due to the different

pay-limit grades and costs.

a substantial portion of our old order mining rights’ conversion to new order mining rights have been approved, but is yet to be issued
by the DMR.

Mining royalties

Royalties from mining activities became payable to the state, as from March 1, 2010, under provisions contained in the

Mineral and Petroleum Resources Royalty Act, or the Royalty Act. The most significant feature of the Royalty Act is that the
royalty is to be determined in accordance with a formula based system and no longer to be a predetermined specific rate for the
different types of minerals. The royalty is deductible for normal income tax purposes.

The Royalty Act defines the tax base as gross sales excluding the transportation and handling costs of the final product.

The final product can be either the “refined” or “unrefined” mineral depending on the nature of the mineral in question. There has
been general consensus that a formula derived mineral royalty rate regime is more equitable and provides the necessary relief for
mines during times of difficulties, e.g. low commodity prices and mines that become marginal due to low grades. The formula-
based mineral royalty rate regime also ensures that the State shares in the benefits of higher commodity prices. The State thus
shares in the downside risks, when mines become marginal, and in the upside benefits during times of high commodity prices.
Based on comments received the formulae were adjusted to take into account the capital intensive nature of certain mining
operations, especially Gold mining and Oil and Gas. The formulae use earnings before income tax, or EBIT, with 100 percent
capital expensing. Given that a distinction is drawn between refined and unrefined minerals, the mineral royalty percentage rates
(Y%) is based on the following formulae:

For refined minerals: Y (%) = 0.5 + [(EBIT divided by (Gross Sales multiplied by 12.5)) multiplied by 100]. This rate is

capped at a maximum of 5.0% and minimum of 0.5%.

For unrefined minerals: Y (%) = 0.5 + [(EBIT divided by (Gross Sales multiplied by 9.0)) multiplied by 100]. This rate is

capped at a maximum of 7.0% and minimum of 0.5%.

For the purpose of calculating the royalty percentage rates a negative EBIT will be set equal to zero.

The Broad Based Socio-Economic Empowerment Charter

In order to promote broader based participation in mining revenue, the MPRD Act provides for a Mining Charter to be

developed by the Minister within six months of commencement of the MPRD Act, beginning May 1, 2004. The Mining Charter was
initially published in August 2004 and its objectives include:

· increased direct and indirect ownership of mining entities by qualifying parties as defined in the Mining Charter;
· expansion of opportunities for persons disadvantaged by unfair discrimination under the previous political dispensation;
· expansion of the skills base of such persons, the promotion of employment and advancement of the social and economic
welfare of mining communities; and
· promotion of beneficiation.

The Mining Charter sets certain numerical and timeframe goals on equity participation by historically disadvantaged South

Africans of South African mining assets. It recommends that these are achieved by, among other methods, disposal of assets by
mining companies to historically disadvantaged persons on a willing seller, willing buyer basis at fair market value. The goals set by
the Mining Charter require each mining company to achieve 15 percent ownership by historically disadvantaged South Africans of its
South African mining assets within five years and 26 percent ownership within ten years from May 1, 2004. It also sets out guidelines
and goals in respect of employment equity at management level with a view to achieving 40 percent participation by historically
disadvantaged persons in management and ten percent participation by women in the mining industry, each within five years from
May 1, 2004. Compliance with these objectives is measured on the weighted average “scorecard” approach in accordance with a
scorecard which was first published in or around August 2010.

The Mining Charter and the related scorecard are not legally binding and, instead, simply state a public policy. However,

the DMR places significant emphasis on the compliance therewith. The Mining Charter and scorecard, have a decisive effect on
administrative action taken under the MPRD Act.

In recognition of the Mining Charter’s objectives of transforming the mining industry by increasing the number of black

people in the industry to reflect the country’s population demographics, to empower and enable them to meaningfully participate
in and sustain the growth if the economy, thereby advancing equal opportunity and equitable income distribution, we have
achieved our commitment to ownership compliance with the MPRD Act through our existing black economic empowerment
structure with Khumo Gold and the DRDSA Empowerment Trust. Our black economic empowerment partners, Khumo Gold and the
DRDSA Empowerment Trust, hold 20% and 6% respectively in our operating subsidiary, EMO. (See Item 4A.: “History and
Development of the Company”).

Mine Health and Safety Regulation

The South African Mine Health and Safety Act, 1996 (as amended), or the Mine Health and Safety Act, came into effect in

January 1997. The principal object of the Mine Health and Safety Act is to improve health and safety at South African mines and to
this end, imposes various duties on us at our mines, and grants the authorities broad powers to, among other things, close unsafe
mines and order corrective action relating to health and safety matters. In the event of any future accidents at any of our mines,
regulatory authorities could take steps which could increase our costs and/or reduce our production capacity. There are amendments
to the act currently before parliament to ratify the stopping of production and increase punitive measures including increased financial
fines and legal liability of mine management. Some of the more important new provisions in the bill as approved by the Portfolio
Committee are a new section 50(7A) that obliges an inspector to impose a prohibition on the further functioning of a site where a
person’s death, serious injury or illness to a person, or a health threatening occurrence has occurred; a new section 86A(1) creating
a new offence for any person who contravenes or fails to comply with the provisions of the Mine Health and Safety Act thereby
causing a person’s death or serious injury or illness to a person. Subsection (3) further provides that (a) the “fact that the person
issued instructions prohibiting the performance or an omission is not in itself sufficient proof that all reasonable steps were taken
to prevent the performance or omission”; and that (b) “the defense of ignorance or mistake by any person accused cannot be
permitted”; or that (c) “the defense that the death of a person, injury, illness or endangerment was caused by the performance or an
omission of any individual within the employ of the employer may not be admitted”; a new section 86A(2) creating an offence of
vicarious liability for the employer where a Chief Executive Officer, manager, agent or employee of the employer committed an
offence and the employer either connived at or permitted the performance or an omission by the Chief Executive Officer,
manager, agent or employee concerned; or did not take all reasonable steps to prevent the performance or an omission. The
maximum fines have also been increased. Any owner convicted in terms of section 86 or 86A may be sentenced to “withdrawal or
suspension of the permit” or to a fine of R3 million or a period of imprisonment not exceeding five years or to both such fine and
imprisonment, while the maximum fine for other offences and for administrative fines have all been increased, with the highest
being R1 million.

Under the South African Compensation for Occupational Injuries and Diseases Act, 1993 (as amended), or COID Act,

employers are required to contribute to a fund specifically created for the purpose of compensating employees or their dependants for
disability or death arising in the course of their work. Employees who are incapacitated in the course of their work have no claim for
compensation directly from the employer and must claim compensation from the COID Act fund. Employees are entitled to
compensation without having to prove that the injury or disease was caused by negligence on the part of the employer, although if
negligence is involved, increased compensation may be payable by this fund. The COID Act relieves employers from the prospect of
costly damages, but does not relieve employers from liability for negligent acts caused to third parties outside the scope of
employment. In fiscal 2012, we contributed approximately R18.2 million under the COID Act to a multi-employer industry fund
administered by Rand Mutual Assurance Limited.

Under the Occupational Diseases in Mines and Works Act, 1973 (as amended), or the Occupational Diseases Act, the multi-

employer fund pays compensation to employees of mines performing “risk work,” usually in circumstances where the employee is
exposed to dust, gases, vapors, chemical substances or other working conditions which are potentially harmful, or if the employee
contracts a “compensatable disease,” which includes pneumoconiosis, tuberculosis, or a permanent obstruction of the airways. No
employee is entitled to benefits under the Occupational Diseases Act for any disease for which compensation has been received or is
still to be received under the COID Act. Currently the Group is compliant with these payment requirements, which are based on a
combination of the employee costs and claims made during the fiscal year.

Uranium and radon are often encountered during the ordinary course of gold mining operations in South Africa, and present

potential risks for radiation exposure of workers at those operations and the public to radiation in the nearby vicinity. We monitor our
uranium and radon emissions and believe that we are currently in compliance with all local laws and regulations pertaining to
uranium and radon management and that we are within the current legislative exposure limits prescribed for workers and the public,
under the Nuclear Energy Act, 1999 (as amended) and Regulations from the National Nuclear Regulator.

Environmental Regulation

Managing the impact of mining on the environment is extensively regulated by statute in South Africa. Recent statutory

enactments set compliance standards both generally, in the case of the National Environmental Management Act, and in respect of
specific areas of environment impact, as in the case of the Air Quality Act 2004, the National Water Act (managing effluent), and the
Nuclear Regulator Act 1999. Liability for environmental damage is also extended beyond the corporate veil to impose personal
liability on managers and directors of mining corporations that are found to have violated applicable laws.

The impact on the environment by mining operations is extensively regulated by the MPRD Act. The MPRD Act has

onerous provisions for personal liability of directors of companies whose mining operations have an unacceptable impact on the
environment.

Mining companies are also required to demonstrate both the technical and financial ability to sustain an ongoing

environmental management program, or EMP, and achieve ultimate rehabilitation, the particulars of which are to be incorporated in
an EMP. This program is required to be submitted and approved by the DMR as a prerequisite for the issue of a new order mining
right. Various funding mechanisms are in place, including trust funds, guarantees and concurrent rehabilitation budgets, to fund the
rehabilitation liability.

The MPRD Act imposes specific, ongoing environmental monitoring and financial reporting obligations on the holders of

mining rights.

Because of the diverse nature of our operations, ranging from underground mining to surface reclamation activities,

environmental risks vary from site to site. These risks have been addressed in EMP’s which have been submitted to the DMR for
approval. Additionally, key environmental issues have been prioritized and are being addressed through active management input and
support as well as progress measured in terms of activity schedules and timescales determined for each activity.

Our existing reporting and controls framework is consistent with the additional reporting and assessment requirements of the

MPRD Act.

Financial Provision for Rehabilitation

We are required to make financial provision for the cost of mine closure and post-closure rehabilitation, including

monitoring once the mining operations cease. We have funded these environmental rehabilitation costs by making contributions over
the life of the mine to environmental trust funds established for each operation and funds held in insurance instruments. Funds are
irrevocably contributed to trusts that function under the authority of trustees that have been appointed by, and who owe a statutory
duty of trust, to the Master of the High Court of South Africa. The funds held in these trusts are invested primarily in interest bearing
debt securities. As of June 30, 2012, we held a total of R106.3 million (2011: R134.2 million) in trust, the balance held in each fund
being Rnil (2011: R33.5 million) for Blyvoor, R24.3 million (2011: R23.0 million) for Durban Deep, R59.6 million (2011:
R56.5 million) for Crown, R22.4 million (2011: R21.2 million) for ERPM. Trustee meetings are held as required, and quarterly
reports on the financial status of the funds, are submitted to our board of directors.

The financial provisions for West Wits and Durban Deep have been consolidated into a single rehabilitation trust. The West

Wits financial provision has been impaired as at June 30, 2010, 2011 and 2012, because it will be transferred along with the
rehabilitation liability over the West Wits mining rights which have been disposed of.

We address shortfalls in the funds by accruing trust investment income for the benefit of the funds by replenishing it with

the proceeds from the sale of redundant mining equipment at the end of the life of the mine and gold from mine cleanup. If any of the
operations are prematurely closed, the rehabilitation funds may be insufficient to meet all the rehabilitation obligations of those
operations.

Whereas the old Minerals Act allowed for the establishment of a fully funded rehabilitation fund over the life of mine, the

MPRD Act assumes a fully compliant fund at any given time in the production life of a mine. The DMR appears to have taken a
practical approach in dealing with this change, and has indicated that the traditional ring fencing of funds may, for investment
purposes be relaxed, and that insurance instruments may also be received subject to the DMR’s consent, to make up the shortfall in
available cash funds. The Company has subsequently made use of approved insurance products for a portion of its rehabilitation
liabilities. As of June 30, 2012, we held a total of R59.3 million (2011: R8.3 million) in funds held in insurance instruments.

The aggregate group rehabilitation, reclamation and closure cost provision was R504.3 million at June 30, 2012, compared

to R490.2 million at June 30, 2011. This has been included in the provision for environmental rehabilitation, restoration and closure
in our financial statements as at June 30, 2012.

4C. ORGANIZATIONAL STRUCTURE

The following chart shows our principal subsidiaries (excludes dormant companies in the process of being deregistered) and

joint venture as of September 30, 2012. All of our subsidiaries are incorporated in South Africa. We hold the majority of the
investments directly or indirectly as indicated below. Refer to Exhibit 8.1 for a list of our significant subsidiaries. In addition,
DRDGOLD holds a 50% joint venture interest in Chizim Gold which is incorporated in Zimbabwe.

4D. PROPERTY, PLANT AND EQUIPMENT

DRDGOLD OPERATIONS
SEPTEMBER 30, 2012

Description of Significant Subsidiaries, Properties and Mining Operations

Witwatersrand Basin Geology

Blyvoor, which was sold on June 1, 2012, is predominantly an underground operating mine located within a geographical

region known as the Witwatersrand Basin, exploiting gold bearing reefs in addition to certain surface sources. Ergo, which consists of
the ErgoGold, Crown and ERPM’s Cason operations are also located within the Witwatersrand Basin. Crown exploits various surface
sources, including sand and slime tailings deposited as part of historical mining operations. ERPM, which halted its underground
mining operation in October 2008, continues as a surface operation processing sand from the Cason Dump as part of the Ergo
operating segment. Ergo is a surface retreatment operation which is currently processing slime tailings from the Elsburg tailings
facility, which were historically deposited by ERPM’s underground mining operation.

The Witwatersrand Basin comprises a 4 mile (6 kilometers) vertical thickness of sedimentary rocks situated within the

Kaapvaal Craton, extending laterally for approximately 186 miles (299 kilometers) East-Northeast and 62 miles (100 kilometers)
South-Southeast. The sedimentary rocks generally dip at shallow angles towards the center of the basin, though locally this may vary.
The Witwatersrand Basin is Achaean in age and the sedimentary rocks are considered to be approximately 2.7 to 2.8 billion years old.

Gold mineralization in the Witwatersrand Basin occurs within horizons termed reefs. These occur within seven separate

goldfields located along the eastern, northern and western margins of the basin. These goldfields are known as the Evander Goldfield,
the East Rand Goldfield, the West Rand Goldfield, the Far West Rand Goldfield, the Central Rand Goldfield, the Klerksdorp
Goldfield and the Free State Goldfield. As a result of faulting and other primary controls of mineralization, the goldfields are not
continuous and are characterized by the presence or dominance of different reef units. The reefs are generally less than 6 feet (2
meters) thick but, in certain instances, these deposits form stacked clastic wedges which are hundreds of feet thick.

The gold generally occurs in native form within the various reefs, often associated with pyrite and carbon.

Ergo (continuing operations)

Overview

We own 74% of EMO, which in turn owns 100% of Ergo. Ergo is a surface tailings retreatment operation consisting of

the Crown Central, City Deep, Knights (also previously referred to as Crown), ERPM’s Cason operation and Ergo (also
previously referred to as ErgoGold) business units which are collectively referred to as Ergo. ERPM’s Cason Dump surface
tailings retreatment operation is expected to continue to operate until 2014 under the management of Ergo based on the current
rate of retreatment of approximately 186,000 tpm. Ergo undertakes the retreatment of surface sources deposited as tailing from non-
operating mining sites across central and east Johannesburg. In order to improve synergies, effect cost savings and a simpler group
structure, DRDGOLD announced on July 3, 2012, the restructuring of the group’s surface operations (Crown, ErgoGold and surface
assets of ERPM) into Ergo (effective July 1, 2012).

At June 30, 2012, Ergo had 2,157 employees, including contractors.

Properties

Ergo's operations are located approximately 43 miles (70 kilometers) east of the Johannesburg’s central business district in

the province of Gauteng. Access to the Brakpan plant is via the Ergo Road on the N17 Johannesburg-Springs motorway.

Crown is situated on the outskirts of Johannesburg, South Africa and consists of three separate locations. It has mining

rights to 5,787 acres (2,342 hectares) and has the right to occupy 1,490 acres (603 hectares) of freehold property. Crown is in the
process of converting these old order rights to new order rights under the MPRD Act. At Crown, the Lycaste dump prospecting right
has been approved, the Top Star dump, City Deep, Crown Mines, Consolidated Main Reef and Knights mining rights have been
approved. An application has been submitted to the DMR for the Crown mining rights to be consolidated.

The Crown Central operation is located on the West Wits line within the Central Goldfield of the Witwatersrand Basin,

approximately 6 miles (10 kilometers) west of the Johannesburg central business district in the province of Gauteng. Access is via
Xavier Road on the M1 Johannesburg-Kimberley-Bloemfontein highway. The City Deep operation is located on the West Wits line
within the Central Goldfields of the Witwatersrand Basin, approximately 3 miles (5 kilometers) south-east of the Johannesburg
central business district in the province of Gauteng. Access is via the Heidelberg Road on the M2 Johannesburg-Germiston
motorway. The Knights operation is located at Stanley and Knights Road Germiston off the R29 Main Reef Road.

History of Ergo

2007

Ergo was founded as an EMO and Mintails SA joint venture.
On August 6, 2007, the joint venture parties entered into a sale of assets agreement with AngloGold Ashanti pursuant to
which it acquired the remaining moveable and immovable assets of the Ergo plant for a consideration of R42.8 million.
Additional agreements were concluded with AngloGold Ashanti on November 14, 2007 for the acquisition by Ergo of
additional tailings properties and the Withok deposition complex for a payment of R45.0 million.

2008

Ergo Phase 1 was launched comprising the refurbishment and recomissioning of the Ergo plant’s first CIL circuit and
the retreatment of the Elsburg and Benoni tailings complexes.
DRDGOLD acquires Mintails SA’s stake in ErgoGold for R277.0 million.

2009

Ergo Phase 1 commissioning continues; first feeder line to the Ergo Plant from Elsburg tailings complex comes into
operation.
Ergo Phase 2 exploration drilling for gold, uranium and acid completed.

2010

DRDGOLD acquired control of Ergo through the acquisition of Mintails SA’s 50% in Ergo for R82.1 million.
Ergo Phase 1 production ramp-up nears completion with the installation of the second Elsburg tailings complex feeder
line to the Ergo plant. Construction of the Crown/Ergo pipeline commenced.

2011

Construction of the Crown/Ergo pipeline continued and the second CIL circuit of the Ergo plant was refurbished as part
of the Crown/Ergo pipeline project.

2012

The construction of the Crown/Ergo pipeline and second CIL circuit of the Ergo plant was completed.
In order to improve synergies, effect cost savings and a simpler group structure DRDGOLD announced, on July 3, 2012,
the restructuring of the group’s surface operations into Ergo which took place on July 1, 2012.
Construction of the Ergo flotation/fine-grind plant commenced and is expected to be fully commissioned by July 2013.

History of Crown (consolidated into Ergo on July 1, 2012)

1979

Rand Mines Limited directors approved the formation of the company Rand Mines Milling and Mining Limited (RM3)
to treat the surface gold tailings created from the underground section of the original Crown Mines, which had been in
operation since the start of gold mining on the Witwatersrand in the late 1800's.

1982

First plant commissioned at Crown Mines to process surface material.

1986

Second plant commissioned at City Deep to process surface material.

1997

Randgold Exploration Limited and Continental Goldfields of Australia entered into a joint venture with the intention to
establish a company that would acquire dump retreatment operations on the Witwatersrand. This resulted in the
formation of Crown Consolidated Gold Recoveries Limited, or CCGR, which was incorporated as a public company in
South Africa in May 1997. Crown was a wholly owned subsidiary of CCGR and consists of the surface retreatment
operations of Crown Central, City Deep and Knights.

1998

We purchased 100% of CCGR.

2002

Khumo Bathong Holdings Proprietary Limited (KBH) purchased 60% of Crown. We were appointed as joint manager of
the operation with KBH.

2005

On July 6, 2005 we signed a Memorandum of Understanding with KBH regarding the acquisition by Khumo Gold of a
15% stake in our South African Operations.
On October 27, 2005, our board of directors approved the transaction with Khumo Gold. The new structure resulted in
Khumo Gold acquiring a 15% interest in a newly created vehicle, EMO, which includes 100% of ERPM, Crown and
Blyvoor. We owned an 85% interest in EMO.

2006

On December 11, 2006, Khumo Gold, on behalf of itself and an employee trust, exercised the option granted by us
pursuant to the option agreement concluded between us and Khumo Gold in October 2005 to acquire a further 11% in
EMO.
On August 28, 2006, we concluded an agreement with AngloGold Ashanti to purchase the Top Star Dump.

2008

The Department of Mineral Resources issued in favour of Crown a mining right for gold recovery over the Top Star
Dump.

2009

The reclamation of the Top Star Dump commenced in December 2008. Crown also commenced with the reduction of
volumes to 400,000 tpm to implement the planned Crown Tailings Deposition Facility closure plan.

2010

The surface circuit of ERPM was incorporated into Crown for reporting purposes. Crown’s operating and financial
results for fiscal 2009 and fiscal 2008 were restated for comparative reporting purposes.
Board approval was obtained to construct a pipeline to the Ergo tailings deposition site to enable Crown to restore its
deposition capacity to 600 000tpm. Restored deposition capacity provides the operation with the opportunity to bring to
account potential new ore reserves.

2011

Construction of the pipeline to the Ergo tailings deposition site continued and was scheduled for completion in
December 2011.

2012

Construction of the pipeline to the Ergo tailings deposition site was completed. On July 1, 2012, Crown sold its mining
assets, mining and prospecting rights and certain liabilities to Ergo in exchange for shares in Ergo.

Mining and Processing

Ergo undertakes the retreatment of surface sources deposited as tailings from non-operational mining sites from east to

west, just to the south of Johannesburg’s central business district.

Material processed by Ergo is sourced from numerous secondary surface sources namely, sand and slime. The surface

sources have generally undergone a complex depositional history resulting in grade variations associated with improvements in
plant recovery over the period of time the material was deposited. Archive material is a secondary source of gold bearing material.
This material is generally made up of old gold metallurgical plant sites as well as “river bed” material.

The four metallurgical plants, known as Ergo, Crown Mines, City Deep and Knights, have an installed capacity to treat

approximately 24.0 million tons of material per year. All of the plants have undergone various modifications during recent years
resulting in significant changes to the processing circuits.

In addition to the four metallurgical plants, Ergo’s assets include access to some 750Mt to 900Mt of tailings deposited

across the western, central and eastern Witwatersrand; the Crown milling and pump station close to the Johannesburg central business
district; a 50km pipeline; and tailings deposition facilities including the significant Brakpan tailings facility.

The feed stock is made up of sand and slime which are reclaimed separately. Sand is reclaimed using mechanical front-

end loaders, re-pulped with water and pumped to the plant. Slime is reclaimed using high pressure water monitoring guns. The re-
pulped slime is pumped to the plant and the reclaimed material is treated using screens, cyclones, ball mills and Carbon-in-Leach,
or CIL, technology to extract the gold.

Ergo Plant: The refurbishment of the first CIL circuit at the Ergo plant now has the capacity to treat an estimated 15Mt of

tailings a year. The expansion of the gold plant by refurbishing the second CIL circuit has increased the capacity to treat an estimated
21Mt per year. The Ergo flotation/fine-grind plant project which will be fully commissioned by July 2013, will assist in liberating
the gold particles currently encapsulated in the sulphides. The circuit will enable the Ergo plant to achieve improved gold recoveries
of between 16% to 20%.

City Deep Plant: Commissioned in 1987, this surface/underground plant comprises a circuit including screening, primary,

secondary and tertiary cycloning in closed circuit milling, thickening, oxygen preconditioning, CIL, elution and zinc precipitation
followed by calcining and smelting to doré. Retreatment is continuing at the City Deep Plant for the time being, but the plant will be
decommissioned during fiscal 2013 to operate as a milling and pump station and will pump material to the Ergo Plant for retreatment.

Crown Mines

Plant: Commissioned in 1982, this surface/underground plant has already been modified and comprises a

circuit including screening, primary cycloning, open circuit milling, thickening, oxygen preconditioning, CIP and CIL, elution, zinc
precipitation followed by calcining and smelting to doré. In June 2012, the gold extraction portion of the Crown plant was
discontinued and all material is now only screened, milled and thickened. This material is then pumped to the Ergo plant for the final
extraction of gold.

Knights Plant: Commissioned in 1988, this surface/underground plant comprises a circuit including screening, primary

cycloning, milling in closed circuit with hydrocyclones, thickening, oxygen preconditioning, CIL, elution, electro-winning and
smelting to doré. The Knights plant, although historically part of the Crown operation, is located further east and considerably closer
to the Brakpan Tailings Facility. Knights is therefore continuing to treat the nearby Cason dump and due to its location, is able to
access the Brakpan tailings facility to deposit waste.

Electricity to Ergo is supplied from various Eskom supply points for the reclamation units and the tailings storage

facilities. The plant is supplied from the national power grid via a secured source from the Ekurhuleni Council of 11,000 volts.
Plant sub stations are stepped down to 6,600 volts before being further reduced to 525 volts for the motor control purposes.

Electricity is supplied to the Crown Central and City Deep business units from separate substations referred to as Jupiter

and No. 15 Shaft Crown Mines, and for Knights by the Ekhurhuleni Town Council. Electricity is supplied directly from the
national power grid to the substation and town council at 44,000 volts. Substations, located on mine sites, transform the power to
6,600 volts for direct supply to the plants. The power supply is further reduced to 525 volts for smaller devices and equipment.
For Crown Central and City Deep, the average annual power consumption is about 72 GWHr and the maximum demand is about
8.0 MW. For Knights the average annual power consumption is about 36 GWHr and the maximum demand is about 7.0 MW.

As of June 30, 2012, the net book value of Ergo’s mining assets was R1,569.1 million.

During fiscal 2012, capital expenditure was mainly directed towards the Crown/Ergo pipeline and Ergo flotation/fine-grind

plant project. The 50 kilometer Crown/Ergo pipeline links the Crown Mines and City Deep plants to Ergo's Brakpan tailings facility,
while the Ergo flotation/fine-grind plant is expected to improve gold recoveries by between 16% to 20%.

The following capital expenditure was incurred at Ergo in fiscal 2012, 2011 and 2010:

Year ended June 30,

2012

2011 2010

R’000

R’000 R’000

Crown/Ergo Pipeline Project .............................................................................

33,869

119,731 29,564

CMR dump .......................................................................................................

2,069

4A11 dump .......................................................................................................

10,232

Angelo Pan reclamation.....................................................................................

2,995

Vehicles and equipment.....................................................................................

112

489

1,635

Tailings management .........................................................................................

14,196

15,567 13,823

New water line to Angelo Pan and Rocsherville................................................

35,068

- -

Crown/City Slurry line upgrade.........................................................................

13,916

- -

Purchase of Anglogold Ashanti assets ...............................................................

Refurbishment of the Ergo plant and second leach section................................

15,460

29,379

8,167

Ergo flotation/fine-grind plant ...........................................................................

38,510

- -

Reclamation stations, pipeline and pumps ........................................................

38,432

Brakpan tailings facility.....................................................................................

50,733

27,705 19,906

IT Infrastructure.................................................................................................

Tower crane .......................................................................................................

5,573

Ekurhuleni Business Development Academy (EBDA) training facility............

189

397

Other ..................................................................................................................

7,194 161 2,535

217,872 205,333 114,533

Exploration and Development

Exploration and development activity at Ergo involves the drilling of existing surface dumps and evaluating the potential

gold bearing surface material owned by third parties that could be processed on a full treatment basis or purchased outright by Ergo.
Exploration drilling has been done to define the uranium potential of the Elsburg complex. Independent competent person reports
on uranium, sulphur and gold for the Elsburg proven and probable ore reserves have been compiled.

A feasibility study regarding the deposition of the Crown tailings on the Brakpan tailings facility was completed in fiscal

2010 and R43 million was approved for the extension of the Brakpan tailings complex to accommodate the Crown tailings. The
extension of the Brakpan tailings facility was completed during February 2012 and all the Crown, City, Knights and Elsburg tailings
are now being deposited on the Brakpan tailings facility.

Environmental and Closure Aspects

Ergo operates at sites located in close proximity to significant municipal infrastructure, commercial and residential

development. The major environmental risks are associated with dust from various recovery sites, and effective management of
relocated process material on certain tailings dams. The impact of windblown dust on the surrounding environment and community is
addressed through a scientific monitoring and evaluation process, with active input from the University of Witwatersrand and
appropriate community involvement. Environmental management programs, addressing a wide range of environmental issues, have
been prepared by specialist environmental consultants and applied specifically to each dust sample recovery monitoring site and
integrated into Ergo’s internal environmental assessment process. Although Ergo completed a project for thickening re-processed
tailings, there also remains a risk of localized sloughing which can result in that section of the tailings dam required to be closed
temporarily, with repair work being done to the dam wall. Water pollution is controlled by means of a comprehensive system of
return water dams which allow for used water to be recycled for use in Ergo’s metallurgical plants. Overflows of return water dams
may, depending on their location, pollute surrounding streams and wetlands. Ergo has an ongoing monitoring program to ensure that
its water balances (in its reticulation system, on its tailings and its return water dams) are maintained at levels that are sensitive to that
capacity of return water dams

Dust pollution is controlled through an active environmental management program for the residue disposal sites and

chemical and organic dust suppression on recovery sites. Short-term dust control is accomplished through ridge ploughing the top
surface of dormant tailings dams. Additionally, environmentally friendly dust suppressants, such as molasses, are applied. Dust fall-
out is also monitored. In the long-term, dust suppression and water pollution is managed through a program of progressive vegetation
of the tailings followed by the application of lime, to reduce the natural acidic conditions, and fertilizer to assist in the growth of
vegetation planted on the tailings dam.

A program of environmental restoration that provides for the rehabilitation of areas affected by mining operations during the

life of the mine is in place. The surface reclamation process at Ergo has several environmental merits as it has removed a potential
pollution source and opens up land for development. Crown has conducted its environmental management program performance
assessment, which was submitted to and approved by the DMR during fiscal 2005. Crown has updated its EMP in compliance with
the MPRD Act and submitted it to the DMR for approval.

While the ultimate amount of rehabilitation costs to be incurred in the future is uncertain, we estimate that the total cost for

Ergo and Crown, in current monetary terms as at June 30, 2012, is approximately R168.3 million and R247.1 million, respectively. A
total of R59.6 million has been contributed to the Crown Rehabilitation Trust Fund, while a total of R21 million has been contributed
by Ergo to funds held in insurance instruments. The Crown Rehabilitation Trust Fund is an irrevocable trust, managed by specific
responsible people who we nominated and who are appointed as trustees by the Master of the High Court of South Africa.

Ore Reserves and Life of Mine

As at June 30, 2012, our 74% share of the Proven and Probable Ore Reserves of Ergo was 1.8 million ounces. In fiscal 2011,

our 74% share of Proven and Probable Ore Reserves of Ergo was 2.0 million ounces. A Mineral Resource competent person is
appointed at each operation to review our Ore Reserve calculations for accuracy. For Ergo, Mr. Vivian Labuschagne and Mr. Clive
Mervyn Brett are the appointed Mineral Resource competent persons. The current life of mine business plan is estimated to be ten
years.

Current Production

In fiscal 2012, production decreased to 135,708 ounces from 144,065 ounces in fiscal 2011 as a result of a 9% decrease in

grade to 0.20g/t. The decrease in grade was due to of the conclusion of reclamation from the high-grade Top Star and Menells dumps.
Throughput increased by 6% from 20,326,000 tonnes to 21,603,000 tonnes.

Cash costs in fiscal 2012 increased to $1,094 per ounce from $974 per ounce in fiscal 2011, due mainly to lower gold

production and above inflation increases in the cost of electricity and labor.

The following table details our attributable share of the production results from Ergo for the past fiscal year:

2012 2011 2010

Production (imperial)
Surface operations

Ore mined ('000 tons)................................................................................................

23,811 22,407 20,932

Recovered grade (oz/ton) ..........................................................................................

0.006 0.006 0.006

Gold produced (ounces) ...........................................................................................

135,708 144,065 134,742

Results of Operations (R)
Revenue (‘000) .........................................................................................................

1,764,191 1,379,459 1,129,113

Operating costs (‘000) ..............................................................................................

1,141,973 972,479 873,743

Cash operating cost (‘000)

.....................................................................................

1,151,400 980,746 869,918

Cash cost per ounce of gold ($)¹ ................................................................................

1,094 974 848

Total cost per ounce of gold ($)¹.................................................................................

1,341 1,140 1,009

ERPM

Overview

We own 74% of ERPM, which is consolidated as a subsidiary, through our 74% holding in EMO. ERPM consists of an

underground section and the Cason Dump surface retreatment operation. Underground mining at ERPM was halted in October 2008
and is included in ‘Corporate head-office and all other’ in the financial statements for segmental reporting purposes. The Cason
Dump surface retreatment operation will continue to operate until June 2014 under the management of Ergo based on the current rate
of production of approximately 196,700tpm and has been included under Ergo in the financial statements for segmental reporting
purposes.

At June 30, 2012, ERPM had 39 employees, including contractors.

Cash operating cost, cash cost per ounce and total cost per ounce of gold are financial measures of performance that we use to determine cash

generating capacities of the mines and to monitor performance of our mining operations. For a reconciliation of operating costs see Item 5A.:
“Operating Results.”

Property

ERPM is situated on the Central Rand Goldfield located within and near the northern margin of the Witwatersrand Basin

in the town of Boksburg, 20 miles (32 kilometers) east of Johannesburg. Access is via Jet Park Road on the N12 Boksburg-
Benoni highway. Historically underground mining and recovery operations comprised relatively shallow remnant pillar mining in
the central area and conventional longwall mining in the south-eastern area. Surface reclamation operations including the
treatment of sand from the Cason Dump, is conducted through the Knights metallurgical plant, tailings deposition facilities and
associated facilities. Until underground mining was halted in October 2008, the mine exploited the conglomeratic South Reef,
Main Reef Leader and Main Reef in the central area and the Composite Reef in the south-eastern area. ERPM operates under
mining license ML5/1997 in respect of statutory mining and mineral rights.

At June 30, 2012, the net book value of ERPM’s mining assets was R14.1 million, representing the Cason surface

retreatment operation, reported under the Ergo segment.

History

1895

Formation of East Rand Proprietary Mines Limited.

1991

The FEV shaft was commissioned.

1999

East Rand Proprietary Mines Limited was liquidated in August 1999. The mine was run by a small number of
employees during liquidation. Underground flooding continued during liquidation.

2000

KBH took over control of the mine in January 2000. Operating as Enderbrooke Investments Proprietary Limited, or
Enderbrooke, and employing an outside contractor, the mine re-commenced mining operations in February 2000.

2002

Crown purchased 100% of ERPM, from Enderbrooke.

2003

An underground fire occurred at FEV Shaft, in February 2003. There was also the loss of Hercules Shaft in June 2003
and the loss of a secondary outlet at the FEV shaft in November 2003.

2004

In July 2004 it was determined that the underground section would undergo a controlled closure program ending March
2005. The closure program was prevented by a reduction in costs and improved productivity at the mine.

2005

Central Shaft placed on care and maintenance. On July 6, 2005, we signed a Memorandum of Understanding with KBH
regarding the acquisition by Khumo Gold of a 15% stake in our South African operations. On October 27, 2005, our
board of directors approved the transaction with Khumo Gold. The new structure resulted in Khumo Gold acquiring a
15% interest in a newly created vehicle, EMO, which includes 100% of ERPM, Crown and Blyvoor. We owned an 85%
interest in EMO.

2006

On December 11, 2006, Khumo Gold, on behalf of itself and an employee trust, exercised the option granted by us
pursuant to the option agreement concluded between us and Khumo Gold in October 2005 to acquire a further 11% in
EMO.
A prospecting right covering an area of 1,252 hectares (3,093 acres) of the neighboring Sallies lease area, referred to as
ERPM Extension 1 was granted by the DMR.

2007

A prospecting right, incorporating the southern section of the old Van Dyk mining lease area and a small portion of
Sallies, was granted by the DMR. Known as ERPM Extension 2, the additional area is 5,500ha (13,590 acres).

2008

On April 25, 2008, ERPM gave notice of intention to restructure the work force due to operational requirements and 239
employees were retrenched during June 2008.
On October 23, 2008, ERPM announced the suspension of drilling and blasting operations underground, following the
cessation of pumping of underground water at the South West Vertical shaft on October 6, 2008 for safety reasons
following the deaths of two employees.
On November 19, 2008, we announced our intention to place on care and maintenance the underground operations of
ERPM, and to proceed with a consultation process in terms of Section 189A of the Labor Relations Act to determine the
future of the mine’s 1,700 employees.

2009

In January 2009, consultations in terms of Section 189A of the Labor Relations Act regarding the future of employees
affected by the placing on care and maintenance of the underground operations were concluded and 1,335 employees
were retrenched. In August 2009 the care and maintenance of the underground operations was discontinued.

2010

ERPM’s surface operation, the Cason Dump, was incorporated into Crown for reporting purposes.

2012

On July 1, 2012, ERPM sold all of its surface mining assets (excluding its 50% interest in Ergo) and its 65% interest in
ErgoGold to Ergo in exchange for shares in Ergo.

Mining and Processing

Underground mining operations at ERPM comprised of two vertical shafts known as FEV Shaft and the Central Shaft.

There were also three additional shafts namely the South East Vertical Shaft, or SEV Shaft, used for the transport of employees and
materials and the hoisting of rock, the South West Vertical, or SWV, Shaft and the Hercules Shaft that were used for water pumping
only. The Cason Dump was used for the retreatment of surface material mined from the defunct Cason shaft.

On October 23, 2008, drilling and blasting operations were suspended after the cessation of pumping of underground water

at SWV Shaft on October 6, 2008 for safety reasons following the deaths of two employees at the shaft on September 19, 2008.
Although the FEV Shaft where production was taking place was sealed off from water ingress from the SWV Shaft, the pumps at
FEV Shaft were no longer able to cope with rising water, which included the water resulting from the ice sent underground every day
to cool down the underground working places. Without being able to continue to supply ice underground for this purpose, the
underground temperature would become unacceptably high and it would not have been safe for employees to continue work
underground at the FEV shaft.

On November 19, 2008, we announced our intention to place on care and maintenance the underground operations of

ERPM, and to proceed with a consultation process in terms of Section 189A of the Labor Relations Act to determine the future of
the mine’s 1,700 employees. In January 2009, the consultations were concluded and 1,335 employees were retrenched. On August
20, 2009, care and maintenance of the underground operations was stopped.

Electricity to ERPM is provided to the Cason Dump, SEV and FEV Shafts from the Bremmer substation, located in close

proximity to the mine in Boksburg. Transmission is at the rate of 88,000 volts. The Simmer Pan substation, located approximately
10 miles (16 kilometers) away from the mine site in Germiston, supplies the SWV and Hercules Shafts. Transmission is at the rate
of 44,000 volts. The two substations, located on mine site, transform the power to 6,600 volts for direct supply to the shaft winder
and air compressors. The power supply is further reduced to 525 volts for smaller devices and equipment used on the mine. The
average annual power consumption has reduced to about 105 GWHr and the maximum demand to about 24 MW. The on-mine
substations are older in nature and undergo annual infrared testing to identify hot connections which are potential fire hazards and
are subject to regular maintenance which includes the inspection of the settings, blades and changing the transformer oil in the
circuit breakers.

Exploration and Development

ERPM has a prospecting right covering an area of 1,252ha (3,094 acres) of the adjacent Sallies mine, referred to as ERPM

Extension 1. The regional geology of the area indicates that there will be a strike change due to faulting associated with an East-West
trending sinistral tear fault. In order to confirm the anticipated change in the geological structure and hence payshoot orientation, it is
envisaged that prospecting will take place through development situated 50m in the footwall. Owing to high induced stress
experienced at depth, there will be concurrent over-stoping (that is stoping taking place concurrently with development) on the reef
plane for safety reasons.

An additional application to extend ERPM’s existing prospecting right eastwards into the Rooikraal/Withok area,

incorporating the southern section of the old Van Dyk mining lease area and a small portion of Sallies, was granted by the DMR in
fiscal 2007. Known as ERPM Extension 2, the additional area is 5,500ha (13,590 acres).

Environmental and Closure Aspects

There is a regular ingress of water into the underground workings of ERPM, which was contained by continuous pumping

from the underground section. Studies on the estimates of the probable rate of rise of water have been inconsistent, with certain
theories suggesting that the underground water might reach a natural subterranean equilibrium, whilst other theories maintain that the
water could decant or surface. A program is in place to routinely monitor the rise in water level in the various underground
compartments and there has been a substantial increase in the subsurface water levels.

ERPM’s SWV Shaft was used until October 6, 2008 to manage the rising water level on the Central Witwatersrand Basin.

Some 60 megalitres of water were pumped daily from a depth of approximately 1,000 meters.

On October 6, 2008, pumping of underground water at the South West Vertical Shaft was stopped for safety reasons

following the death of two employees at the shaft on September 19, 2008. Management concluded that the project to upgrade the total
pumping capacity at South West Vertical Shaft with a more efficient system as part of an Eskom-funded demand-side management
project was not economically viable.

While the ultimate amount of rehabilitation costs to be incurred in the future is uncertain, we have estimated that the total

cost for ERPM, in current monetary terms as at June 30, 2012, is R68.6 million. A total of R22.4 million has been contributed to the
ERPM Rehabilitation Trust Fund and R41.8 million in insurance instruments. This is an irrevocable trust, managed by specific
responsible people who we nominated and who are appointed as trustees by the Master of the High Court of South Africa.

Ore Reserves and Life of Mine

As at June 30, 2012, our 74% share of Proven and Probable Ore Reserves of ERPM are included under Ergo. The total

surface Ore Reserves comprise 0.1 million ounces from the Cason Dump and 1.1 million ounces from the Elsburg and Benoni
tailings complexes, which will be processed over the next two and ten years, respectively. A Mineral Resource competent person is
appointed at each operation to review our Ore Reserve calculations for accuracy. For ERPM, Mr. Vivian Labuschagne is the
appointed Mineral Resource competent person.

Current Production

ERPM underground section produced no gold during fiscal 2012. Production from the surface retreatment section, Cason

Dump, is now reported under Ergo.

Blyvoor (Discontinued operation)

Overview

Until June 1, 2012, when we sold our entire interest and claims against Blyvoor to Business Venture Investment No 1557

Proprietary Limited, a wholly owned subsidiary of Village, we owned 74% of the Blyvoor, which in turn owns 100% of the
Doornfontein Gold Mining Company Limited. The consolidated mining operation, referred to as Blyvoor, consists of the adjacent
mines of Blyvooruitzicht and Doornfontein which are located within the Far West Rand Goldfield on the northwestern edge of the
Witwatersrand Basin. Blyvoor was the first mine in the “West Wits” line. Together, these two operations produced over 38 million
ounces of gold since inception in 1937, of which over 2.4 million ounces were produced while Blyvoor was owned by DRDGOLD.

Property

Blyvoor is located on the West Wits line within the Far West Rand Goldfield on the northwestern rim of the Witwatersrand

Basin, near the town of Carletonville, Gauteng Province, about 50.0 miles (80.5 kilometers) south-west of Johannesburg and is
reached via the R528 road to Carletonville on the N12 Johannesburg-Potchefstroom-Kimberly highway.

The climate of the Highveld area (at an elevation of 5,249 feet (1,600 meters) above mean sea level), where the mine is

situated, is humid continental with warm summers and cold winters. Temperatures range from a minimum of 23 degrees
Fahrenheit (-5 degrees Celsius) in June and July, to a maximum of 93 degrees Fahrenheit (34 degrees Celsius) in December and
January.

The operating facilities are all situated on property belonging to Blyvoor, and include the shaft complexes, administrative

offices for the managerial, administrative, financial and technical disciplines, extensive workshops and consumable stores, the
metallurgical plants, tailings dams and waste rock dumps. Blyvoor also houses the majority of its employees in Blyvoor-owned
houses on the property and in the town of Carletonville. The normal support structures, including training, security, sport and
recreational facilities, schools and churches are situated on the property. Blyvoor has mining title to 16,242 acres (6,573 hectares) and
owns 5,138 acres (2,079 hectares) of freehold property.

Blyvoor consists of one mining license, ML46/99, in respect of statutory mining rights and mineral rights held by Blyvoor.

Blyvoor is in the process of converting these old order mining rights to new order rights under the MPRD Act.

History

1937

Blyvooruitzicht Gold Mining Company Limited was incorporated and registered as a public company in South Africa
on June 10, 1937.

1942

Gold production commenced.

1995

Blyvoor acquired the Doornfontein Gold Mining Company Limited in November 1995.

1996

Blyvoor acquired the mineral rights representing the Western Deep Levels tribute area.

1997

We acquired the entire share capital of Blyvoor on September 15, 1997.

2001

Implementation of the Blyvoor expansion project.

2003

Commissioning of No. 4 and 5 Slimes Dam retreatment facility at a cost of R48.0 million.

2004

On June 28, 2004, we entered into a 60-day review period on Blyvoor. The 60-day review was extended to September 13,
2004. By October 5, 2004, 1,619 employees had been retrenched at a cost of approximately R19.0 million.

2005

In August 2005, our Board of Directors approved No. 2 Sub-Shaft Project (now called the WAP Project) and the Slimes
Dam Project to establish mining operations from the No. 2 Shaft and expansion to further improve plant efficiency,
respectively.
On July 6, 2005, we signed a Memorandum of Understanding with Khumo Bathong Holding Proprietary Limited, or
KBH, regarding the acquisition by Khumo Gold SPV Proprietary Limited, or Khumo Gold, of a 15% stake in our South
African Operations.
On October 27, 2005, our Board of Directors approved the transaction with Khumo Gold. The new structure resulted in
Khumo Gold acquiring a 15% interest in a newly created vehicle, EMO, which owns ERPM, Crown and Blyvoor. We
owned an 85% interest in EMO.

2006

2007

After completion of a drilling program to define the uranium resource in Blyvoor’s slimes dam material, a 17.5 million
pound uranium and 0.8 million ton sulphur resource was declared in November 2007.

2008

In January 2008, electricity supply to the mine was interrupted by Eskom which is government owned and production
suspended for a week due to safety concerns.

2009

In January 2009, a direct lightning strike to No. 5 shaft Eskom sub-station interrupted production at No. 5 shaft and other
areas drawing power from this supply. Employees underground at the time remained in the underground refuge bays until
hoisted to safety once the shaft feeder power had been restored. No injuries were recorded.
In May and June 2009, three seismic events in excess of 3.5 magnitude took place at No. 5 shaft. As these events affected
the highest grade carbon leader mining area, production from these areas was expected to resume in the third quarter of the
2010 fiscal year and was back in full production since May 2010.
On November 9, 2009, we announced that, in a bid to save our Blyvoor mine from liquidation, we intended applying to the
High Court of South Africa for a provisional judicial management order over the operation. A provisional judicial
management order was granted by the High Court of South Africa on November 10, 2009.
In December 2009, Aurora Empowerment Systems Proprietary Limited proposed a transaction to purchase 60% of
Blyvoor for R295 million.

2010

In April 2010, the High Court of South Africa agreed to lift, with immediate effect, the provisional judicial management
order in place since November 10, 2009. By mutual agreement between DRDGOLD and Aurora, Aurora’s offer to
purchase 60% of Blyvoor was withdrawn.

2011

In June 2011, DRDGOLD's Board of Directors decided to suspend financial assistance to Blyvoor.
The Blyvoor Board of Directors, in response to the DRDGOLD Board’s decision, resolved to begin business rescue
proceedings for Blyvoor in terms of Chapter 6 of the South African Companies Act.

2012

On June 1, 2012, we sold our entire interest and claims against Blyvoor to Business Venture Investment No 1557
Proprietary Limited a wholly owned subsidiary of Village.

Geology and Mineralization

Blyvoor exploits the two gold-bearing pebble horizons in the Central Rand Goldfields, the Carbon Leader, which is one

of the principal ore bodies in the goldfield, and the Middelvlei Reef horizons which occur in discrete channels over parts of the
lease area approximately 246 feet (75 meters) vertically above the Carbon Leader Reef horizon. The Carbon Leader Reef is the
principal economic horizon across the lease area and is a planar single sheet conglomerate. The Carbon Leader Reef typically
comprises basal carbon seam, overlain by a thin, small pebble conglomerate, enriched in carbon in the lower portion. The grade of
the Carbon Leader Reef is higher than the Middelvlei Reef. The Middelvlei Reef consists of a variable number of polymictic
quartz conglomerate bands, inter-bedded with coarse grain quartzite. The grade of the Middelvlei Reef is more erratic, with
distinctive pay shoots forming as southward-orientated linear zones.

Blyvoor was established in 1937 to exploit the rich Carbon Leader Reef but by the late 1980s had reached a position where

continued existence of mining operations was dependent upon the mining of scattered Carbon Leader Reef remnants and limited
sections of the lower grade Middelvlei Reef.

Mining and Processing

Access from the surface to the current underground workings of the mines is through a system of vertical and incline shafts

situated at the Blyvoor and Doornfontein mines. Doornfontein was previously a separate mine adjacent to the Blyvoor mine but has
since been merged to form Blyvoor. The shaft system consists of four vertical shafts from the surface, thirteen sub-incline shafts and
two sub-vertical shafts underground. Of the thirteen sub-incline shafts, only nine are in operation and are used for the conveyance of
personnel, pumping and hoisting of mined ore and waste.

Two levels have been holed between the previous Doornfontein mine and workings within the Blyvoor lease extension

(purchased in 1996 from Western Deep Levels Limited) to allow ore from the bottom of the Blyvoor workings to be trammed across
and hoisted up via the Blyvoor No. 5 Shaft, from where it is trucked to the gold plant. The average mining depth at Blyvoor is 10,541
feet (3,213 meters) and 5,292 feet (1,613 meters) below mean sea level.

Mining of the reef takes place in stope panels. Holes are drilled into the solid rock and are charged with explosives and

blasted. The loosened rock is removed from the stope panels and is conveyed to the shaft, tipped into the ore-pass systems, hoisted to
the surface and transported to the metallurgical plant for gold extraction.

Metallurgical processing facilities at Blyvoor are comprised of a single metallurgical plant. The process route is based on a

conventional flow sheet comprising multi-stage crushing, open circuit primary and closed circuit secondary milling with hydro
cyclones, thickening and cyanide leaching in a Carbon-in-Pulp, or CIP, carousel arrangement. The gold is recovered through electro-
winning followed by smelting to doré. The circuit was recently modified by the closure of the filtration system and the
commissioning of a modern carbon Kemix pumpcell plant. As at June 30, 2011, the overall plant utilization was 90%.

Electricity for South Africa is provided by Eskom, which is government owned. Eskom is the largest producer of electricity

in Africa. In South Africa, Eskom operates a national power supply grid consisting of 24 power stations across the country.
Electricity to Blyvoor is provided from the West Wits substation outside Carletonville at 44,000 volts. Further substations, located on
mine site, transform the power to 6,600 volts or 22,000 volts for direct supply to the shaft winder and air compressors. The power
supply is further reduced to 525 volts for smaller devices and equipment used on the mine. The average annual power consumption is
about 432 GWHr and the maximum demand is about 66 MW.

In fiscal 2008, electricity supply to the mine was interrupted by Eskom, as a result of which production suspended for a

week due to safety concerns. The situation did improve during March 2008, the operation is however still on a six hour standby
notice, in the event that power supply becomes unstable in the area. Eskom has requested all of its “Key Customers” to reduce power
consumption by 10%. Blyvoor managed to adhere to this request and continued during fiscal 2010, 2011 and 2012 to save the
maximum amount of energy possible.

In fiscal 2009, seventeen production days were lost because of Section 54 closures imposed by the Department of

Mineral Resources following fatalities suffered after seismic events occurring and a further six production shifts were lost at No. 5
Shaft following a lightning strike at the shaft’s electrical substation. In May and June 2009, three seismic events in excess of 3.5
magnitude took place at No. 5 shaft. As these events affected the highest grade carbon leader mining area, production from these
areas was expected to resume in the third quarter of the 2010 fiscal year and was back to full production since May 2010.

During fiscal 2010, mining ramp-up continued towards the 2,500m

per month targeted at the WAP Project, and by fiscal

year-end had reached some 1,750 m

per month. On August 26, 2009, DRDGOLD announced that it had advised unions of its

intention to right-size the Blyvoor operation. Blyvoor proceeded with a 60-day facilitated consultation process in terms of Section
189A of the South African Labor Relations Act to determine the future of affected employees. The consultation process was
completed on October 26, 2009 and 330 employees were retrenched. Furthermore, on November 9, 2009, in a bid to save our
Blyvoor mine from liquidation, we applied to the High Court of South Africa for a provisional judicial management order over the
operation. A provisional judicial management order was granted by the High Court of South Africa on November 10, 2009. In April
2010, after Blyvoor had returned to profitability, the High Court of South Africa agreed to lift the provisional judicial
management order in place since November 10, 2009. Refer to Item 4A.: “History and Development of the Company” for a more
detailed discussion.

In fiscal 2011, efforts were directed mainly towards the opening and development of mining areas to ensure more

flexibility. On June 23, 2011, DRDGOLD announced that it had suspended financial assistance to Blyvoor. The decision followed
the promulgation of the new South African Companies Act which requires directors of parent companies to seek the consent of the
parent company’s shareholders and then to consider the effects on the solvency and liquidity of the parent company as conditions
precedent to the provision of financial assistance to subsidiaries. Blyvoor’s production had been trending down in the last quarter
of fiscal 2011 as a result of a drop in grade, attributable to a substitute explosive used for the fourth quarter of fiscal 2011, due to
major overhaul repairs at our regular explosive supplier’s manufacturing plant, public holiday interruptions and seismicity-related
work stoppages, while costs had increased due mainly to higher electricity charges, and particularly power utility Eskom’s winter
tariff, which added R11 million a month to overhead costs. The Board of Directors of Blyvoor had, in response to DRDGOLD’s
decision, resolved to begin business rescue proceedings for Blyvoor in terms of Chapter 6 of the Companies Act. The business
rescue process provided for in Chapter 6 replaces the judicial management process in the previous Act. Refer to Item 4A.: “History
and Development of the Company” for a more detailed discussion.

In fiscal 2012, the Business Rescue Practitioner terminated the business rescue proceedings with effect from

November 10, 2011, following his conclusion that there were no longer grounds to believe that Blyvoor was financially distressed.
At the beginning of February 2012, Blyvoor suspended mining from its Number 4 and 6 shafts as part of a process to reduce costs.
On June 1, 2012, we sold our entire interest and claims against Blyvoor to a wholly owned subsidiary of Village. Refer to Item 4A.:
“History and Development of the Company” for a more detailed discussion.

The following capital expenditure was incurred at Blyvoor in fiscal 2012, 2011 and 2010:

Year ended June 30,

2012 2011 2010

R’000 R’000 R’000

Raise boreholes ..........................................................................................................

3,356

WAP Project ..............................................................................................................

- -

1,916

Slimes pump stations and residue deposition.............................................................

381

3,080

3,193

15/29 incline shaft equipping.....................................................................................

- 119

Ice plant retrofit and upgrade.....................................................................................

8 1,649 5,212

Symons crusher..........................................................................................................

- -

3,482

Mobile cooling units ..................................................................................................

340

Safety related equipment and expansion of seismic monitoring network ..................

- 28 162

Opening up and development ....................................................................................

50,315 57,248 48,935

Mining and engineering equipment ...........................................................................

23,326

25,277 10,317

Other ..........................................................................................................................

8,909 8,282 2,639

82,939 95,683 79,552

Exploration and Development

In fiscal 2009, Blyvoor began an exploration drilling program linked to opening up and development to evaluate the south-

west down-dip extension of the Blyvoor ore body south of the Boulder Dyke. Exploration into the south-west block was delayed
due to a fire which temporarily cut off services into this area. In fiscal 2011 and 2012, we continued with exploration and cover
drilling with reconnaissance visits made to the Carbon Leader areas at No 5 Shaft. Normal stope face sampling and geological
mapping was ongoing.

Environmental and Closure Aspects

The predominantly dolomitic geology of the area in and around Blyvoor, and the resultant occasional occurrence of

sinkholes and subsidences, exposes Blyvoor to relatively unique environmental risks and costs associated with the remediation and
filling of these sinkholes.

Blyvoor has to maintain a rate of pumping of fissure water sufficient to keep the rate of rise of underground water below the

level of underground workings. The required rate is in the order of 2 million gallons (8 million liters) per day. Water not used in the
operations is discharged into the Wonderfontein Spruit (a stream adjacent to the Blyvoor mine). In order to address the risk of
contamination of ground water, streams and wetlands, water is sampled and the level of contaminants monitored in accordance with
Blyvoor’s water management plan. Fissure water at Blyvoor is generally of a good quality, therefore we believe that the contribution
of this water to pollution of water in the area is minimal.

Blyvoor is a member of the Mining Interest Group consisting of all mines operating in the Wonderfontein Spruit

catchment area. This group was formed to coordinate efforts and studies in the Wonderfontein Spruit and to liaise with
government departments to determine what action if any is required in cleaning the stream. The government has also established a
specialist task team to determine what needs to be done. At this stage there is no clear solution. The Mining Interest Group is also
represented on the various catchment forums where Non-Governmental Organizations, or NGO’s and other interested and affected
parties are present. Blyvoor continues to meet with the Potchefstroom municipality on a monthly basis where the quality of
Blyvoor’s discharge water is assessed. Blyvoor remains in compliance with the Potchefstroom agreement.

Sinkholes are caused by ground water seeping into the underground dolomitic structures, which dissolve and weaken

causing a collapse in the rock structure. Dolomitic rock could be dissolved, resulting in an increased risk of sinkholes and possible
pollution of fresh water resources stored in the dolomitic formations. The occurrence of sinkholes is limited to a particular area of
Blyvoor, which requires an active program in water management and control. Water from leaking pipes is reported to a monitoring
committee and the necessary repairs are undertaken promptly. Ground subsidence surveys are undertaken to timely identify any
possible sinkholes. Sinkholes that do occur are filled to prevent further inflow of surface water and potential enlargement of the hole.
Sinkholes which form outside of our property are repaired by the Far West Rand Dolomitic Water Association.

Pollution from slime dams is controlled by dust suppression and water management programs. Short-term dust control is

accomplished through ridge ploughing the top surface of dormant tailings dams. Environmentally friendly dust suppressants, such as
molasses, are also applied when deemed necessary. In the long-term, dust suppression and water pollution is managed through a
program of progressive vegetation of the tailings complexes followed by the application of lime, to neutralize the natural acidic
conditions, and fertilizer as the organic growth medium.

Blyvoor has updated its EMP to meet the new requirements of the MPRD Act. The EMP was submitted to the DMR for

approval. Blyvoor is currently demolishing and rehabilitating redundant surface infrastructures. Blyvoor completed the demolishing
of its uranium plant in fiscal 2011.

Current Production

Blyvoor produced a total of 96,645 ounces of gold for the period July 1, 2011 to May 31, 2012 of fiscal 2012, with

73,048 ounces from underground areas and 23,597 ounces from surface areas. This represented 42% of our total production from
operations for fiscal 2012 of 232,353 ounces.

Cash costs of $1,404 per ounce in fiscal 2012 increased from $1,290 per ounce in fiscal 2011.

The following table details the operating and production results from Blyvoor for the past three fiscal years.

Year ended June 30,

2012

2011 2010

Production (imperial)
Surface Operations
Ore mined ('000 tons) .................................................................................

3,004

3,448 3,272

Recovered grade (oz/ton) ............................................................................

0.008

0.009 0.009

Gold produced (ounces) ..............................................................................

23,597

29,645 29,226

Underground Operations
Ore mined ('000 tons) .................................................................................

627

807 698

Recovered grade (oz/ton) ............................................................................

0.117

0.113 0.111

Gold produced (ounces) ..............................................................................

73,048

91,469 77,226

Total ounces produced.................................................................................

96,645

121,114 106,452

Results of Operations (R)
Revenue ('000)..............................................................................................

1,240,073

1,185,860 861,409

Operating costs ('000)...................................................................................

1,046,914

1,115,820 845,122

Cash operating cost ('000)

........................................................................

1,052,197

1,091,941 878,888

Cash cost per ounce of gold ($)

................................................................

1,404

1,290 1,085

Total cost per ounce of gold ($)¹ ...................................................................

1,476

1,988 1, 086

Durban Deep

Overview

The Durban Deep mine was the original gold mine of the Group. Durban Deep is situated on the northern edge of the

Witwatersrand Basin immediately to the west of Johannesburg. Mining took place within the lease area since the discovery of the
Witwatersrand Goldfield in 1886 at nearby Langlaagte.

As of August 2000, we ceased all underground and open pit mining operations at Durban Deep. Following the withdrawal

of our underground pumping subsidy, the deeper sections of the mine were flooded. On a combined basis, Durban Deep produced
more than 37 million ounces of gold prior to the cessation of operations.

We concluded an agreement with M5 on July 21, 2005, in terms of which M5, against payment of a non-refundable fee of

R1.5 million, was granted an option to acquire Durban Deep’s mine village for R15.0 million. The option lapsed on November 19,
2005. On the exercising of the option the option fee would be deemed part payment of the purchase consideration. If not, the option
fee would be forfeited to us.

Cash operating costs, cash cost per ounce and total cost per ounce of gold are financial measures of performance that we use to determine cash

generating capacities of the mines and to monitor performance of our mining operations.

On November 18, 2005, M5 exercised the option and provided a guarantee for payment. Prior to the registration of the

transfer occurring, we were notified by Rand Leases Properties Limited (formerly JCI Properties Limited) of an alleged pre-
emptive right in respect of the property in terms of an agreement dated December 1996, pursuant to which the property should be
sold to them on similar terms. We subsequently repudiated our agreement with M5 and notified Rand Leases Properties Limited
that we did not intend offering the property to them. Both parties indicated to us their intentions to institute legal proceedings for
the sale and transfer of the property. On December 12, 2006, Rand Leases Properties Limited issued a summons against us and we
filed an Appearance to Defend. A trial date was allocated by the High Court of South Africa for April 25, 2008, but the case was
postponed. Dino Properties Proprietary Limited (previously called M5) instituted action against the Company seeking to enforce
an agreement of sale of the DRD Village entered into on July 21, 2005, or alternatively payment of R195 million which was
alleged to represent the market value of the property. DRDGOLD entered into an agreement with Rand Leases Properties and
purchased the pre-emptive right for an amount of R21.8 million. Both cases were withdrawn by Dino Properties and Rand Leases
Properties. Refer to “Legal Proceedings- Legal proceedings relating to an agreement to sell Durban Deep’s mine village” below
for more details.

Property

Durban Deep is located within the Central Witwatersrand Basin which stretches from Durban Deep in the west to ERPM in

the east. Durban Deep is situated 9.3 miles (15 kilometers) west of Johannesburg and contains mining title to 14,262 acres (5,772
hectares) and owns 3,667 acres (1,484 hectares) of freehold property. These include administrative buildings, hospital, recreation
complexes, housing in both hostel and free-standing houses and a security complex. We have title to substantial land tracts on the
outskirts of the City of Roodepoort, which is located in this section. We do not intend to convert our rights under the MPRD Act.

Mining and Processing

Five different ore bodies have been mined at Durban Deep. Ore was mined from outcrops at the surface down to a

maximum depth of 9,200 feet (2,804 meters) and the reefs are known to persist to 13,000 feet (3,962.4 meters) below the surface
within the lease area.

Environmental and Closure Aspects

Rehabilitation and other responsibilities like the National Nuclear Regulator Certificate of Registration requirements

have been taken over by DRD Proprietary Limited, which is owned by Mintails. An official liability transfer in terms of section 58
of the MRPDA Act has been submitted to the DMR. DRDGOLD retains only the village that has no assessed liability associated
with it. The legal transfer of the liability would be dependent on the DMR's assessment of Mintails' financial capability.
DRDGOLD therefore still has a contingent liability until such legal transfer is affected.

The environmental rehabilitation liabilities increased from R19.0 million in fiscal 2011 to R20.4 million in fiscal 2012.

While the ultimate amount of rehabilitation costs to be incurred in the future is uncertain, we have estimated that the

remaining cost for Durban Deep, in current monetary terms as at June 30, 2012, is R20.4 million. This has been included in the
provision for environmental rehabilitation, restoration and closure costs on the statement of financial position. A total of R24.3
million has been contributed to the Environmental Trust Fund. This is an irrevocable trust, managed by specific responsible people
who we nominated and who are appointed as trustees by the Master of the High Court of South Africa.

West Wits

Overview

We own 100% of West Witwatersrand Gold Holdings Limited, or WWGH, which holds West Witwatersrand Gold

Mines Limited, or West Wits. We acquired the entire share capital of WWGH, as well as Consolidated Mining Corporation Limited's
loan to WWGH, on April 1, 1996. We also acquired the entire issued share capital and the shareholders' claim and loan account of
East Champ d'Or Gold Mine Limited, a gold mining company with mining title in the West Rand. The mining assets were sold to
Bophelo Trading Proprietary Limited, subsequently renamed, Mogale Gold Proprietary Limited, or Mogale, during fiscal 2004,
effectively leading to the closure of the mining operation.

West Wits is situated on the northern edge of the Witwatersrand Basin near the town of Krugersdorp to the west of

Johannesburg.

Property

West Wits was formed out of the northern section of Randfontein Estates located in the West Rand Goldfields, about 22

miles (35 kilometers) west of Johannesburg, Gauteng Province. The mine was reached via the R28 Johannesburg-Krugersdorp
highway.

West Wits also had rights to mine on three adjacent mining leases, namely, East Champ d'Or, West Rand Consolidated and

Luipaardsvlei. West Wits had mining title to 8,364 acres (3,790 hectares) and owned 72 acres (29 hectares) of freehold property on
which all of its mining operations were situated. These rights were sold to Mogale during fiscal 2004.

History

1967

West Wits was incorporated and registered as a public company in South Africa on December 21, 1967.

1996

We acquired the entire share capital of West Wits on April 1, 1996.

2000

All mining ceased at West Wits in August 2000.

2002

We entered into an agreement with Bophelo Trading Proprietary Limited, subsequently renamed Mogale Gold Proprietary
Limited, or Mogale, for the sale of the West Wits gold plant, freehold areas, surface rights permits and certain related
assets.

2003

The agreement with Mogale was subsequently amended by a Memorandum of Agreement on June 6, 2003. The

effective date of this sale was July 21, 2003.

2004

Mogale was placed under judicial management on April 13, 2004. As a result, the remaining balance on the purchase

price was impaired for R8.3 million.

2005

West Wits entered into an agreement with Randfontein Estates Gold Mines Limited and Atomaer Proprietary Limited,
for the establishment of a regional underground water management vehicle.

Mining and Processing

In August 2000, we decided to cease all operations at both the underground and open pit operations at West Wits. This

decision was taken after the South African government withdrew the water pumping subsidy. Without the subsidy, mining at West
Wits became prohibitively expensive. The mining operation is an agglomeration of old mines on the Randfontein Basin separated
from the main part of the Witwatersrand Basin by a geological structure known as the Witpoortjie Horst. Over fifteen different gold-
bearing pebble horizons have been mined. Ore has been mined from outcrops at the surface down to a maximum depth of 5,900 feet
(1,798.3 meters).

West Wits mined the Livingston Reef package, locally known as the East Reef. It comprises a 100-foot thick package of

conglomerates and quartzites dipping at an average of 18 degrees. The combined West Wits produced more than 1.0 million ounces
of gold since the mine’s inception, before the cessation of underground and open-pit operations at the end of August 2000.
Subsequent to the cessation of mining operations, the metallurgical plant at West Wits was taken over by Crown for the processing of
sand dumps only.

Environmental and Closure Aspects

Responsibility for the mine, including the environmental rehabilitation liability, has been taken over contractually by

Mintails although the legal transfer thereof would be dependent on the DMR's assessment of Mintails' financial capability.
DRDGOLD therefore still has a contingent liability until such legal transfer is affected. Management of the West Rand Consolidated
Mines' tailings dams have been taken over by Mintails which plans to reprocess them. An EMP for the balance of the area has been
submitted to the DMR as part of the conversion process of ML9/2000. The execution of the conversion is imminent.

In terms of Acid Mine Drainage (AMD) from the Western Basin, a proposal has been submitted to the regulators for an

interim solution whereby the Western Basin water is pumped into the Central Basin. Water from the Central Basin is then pumped
from 400m below surface and partly treated in the ERPM High Density Separation (HDS) plant before being released. The proposal
is based on a Public Private Partnership and will prevent untreated water from polluting the environment until the final sustainable
solution is put in place. In terms of this proposal, DRDGOLD will contribute approximately R13.4 million towards the R218 million
capital required. Final approval is awaited. The DMR and affected mining companies are involved in the development of a ‘Regional
Mine Closure Strategy’ in the gold fields’ area. The government has appointed Trans-Calendon Tunnel Authority to propose
solutions for the various basins. They have also provided funding for the interim solution in the Western and Central Basins. In view
of the limitation of current information for the accurate estimation of a liability, no reliable estimate can be made for the obligation.

In fiscal 2010, the Company transferred the environmental rehabilitation liabilities in respect of mining rights over the West

Wits mining license area which was disposed of. A total of R19.9 million previously contributed to the Environmental Trust Fund has
been impaired as a result of the transfer of the liability.

Legal Proceedings

Litigation regarding environmental issues

On August 2, 2006 and September 4, 2006, two applications were brought against DRDGOLD and its directors for relief

under the MPRD Act by the Legal Resources Centre on behalf of the residents of two communities, Davidsonville and Kagiso, who
reside adjacent to tailings deposition sites of the now dormant Durban Roodepoort Deep mine and the West Witwatersrand mine,
respectively. While no financial compensation is sought, the communities are seeking orders for the revision of the environmental
management programmes of both sites, and for the sites to be rehabilitated and closed in accordance with the standards of the MPRD
Act. DRDGOLD has filed its Appearance to Defend and Answering Affidavits in respect of both matters in the High Court of South
Africa. The responsibility rests with the respondent's attorneys to either apply to the High Court for a date of hearing or file replying
affidavits.

Lawsuit by French shareholders

In August 2008, the Company received by post a summons issued in the Tribunal De Grande Instance District Court of Paris

by the Association for the Defense of the Shareholders of East Rand (the association) against EMO.

The claim was based on the following allegations:
· that the members of the association were shareholders of ERPM;
· that the non-audited ERPM results of the six-month period from July to December 1998 were misleading regarding the

' healthiness' of ERPM prior to its winding up in 1999;

· that the 1999 liquidation of ERPM was fraudulently approved by 15% of shareholders who were representatives of the

South African state against the interests of French shareholders; and

· that the subsequent scheme of arrangement to remove ERPM from liquidation in 1999 was approved by 15% of

shareholders without consultation with French shareholders.

On the basis of these allegations, the association was claiming a payment of 5 million euros for damages, 10,000 euros for

costs and costs of suit. EMO raised the point that the French Courts lack jurisdiction to hear the matter and also filed its defenses on
the merits of the case. On May 24, 2011 the Court refused the association’s application for postponement and the case was struck off
the roll.

Legal proceedings relating to an agreement to sell Durban Deep’s mine village

We concluded an agreement with M5 on July 21, 2005, pursuant to which M5, against payment of a non-refundable fee of

R1.5 million, was granted an option to acquire Durban Deep’s mine village for R15.0 million. On November 18, 2005, M5 exercised
the option and provided a guarantee for payment. Prior to the registration of the transfer occurring, we were notified by Rand Leases
Properties Limited (formerly JCI Properties Limited) of an alleged pre-emptive right in respect of the property in terms of an
agreement dated December 1996, pursuant to which the property should be sold to them on similar terms. We subsequently
repudiated our agreement with M5 and notified Rand Leases Properties Limited that we did not intend offering the property to them.
Both parties indicated to us their intentions to institute legal proceedings for the sale and transfer of the property. On
December 12, 2006, Rand Leases Properties Limited issued a summons against us and we filed an Appearance to Defend and were
issued an interdict by the High Court prohibiting us to sell the property in fiscal 2008. The Company bought back the pre-emptive
right in June 2012 and Rand Leases Properties withdrawn the interdict against us to sell the property.

Dino Properties Proprietary Limited (previously M5) (“Dino Properties”) instituted action against us seeking to enforce an

agreement of sale of Durban Deep’s mine Village entered into on July 21, 2005, or alternatively payment of R195 million which was
alleged to represent the market value of the property. This case is in the process of being withdrawn.

Claim for alleged damages at Blyvoor

Duffuel Proprietary Limited and Paul Frederick Potgieter are suing DRDGOLD, EMO, Blyvoor and the latter's directors for

alleged pollution of peat reserves which they claim to sell to the mushroom industry. Since the 20-F for fiscal 2010 the plaintiffs
amended the amounts claimed against DRDGOLD, EMO, Blyvoor and the latter's directors as follows:

· R41,051,000 for loss of peat reserves;
· R23,657,910 for removal and transportation of the polluted peat;
· R2,025,000 for required permits and authorizations;
· R1,650,000 for installation of pipelines; and
· R192,000 for importation of clean water for domestic use.

The defendants are defending this action and a plea setting out the basis of our defense has been filed at Court. The trial date

allocated by the Court is on October 9, 2013.

Dispute with the Ekurhuleni Municipality

The Ekurhuleni Municipality brought an action against ERPM claiming an amount of R42 million (R50.8 million as at June

30, 2012) in respect of outstanding rates and taxes which are allegedly owing. ERPM has employed experts to investigate the
allegations and it appears that this claim is unfounded. ERPM is defending this action and has employed Norton Rose Attorneys to
represent it. There are sufficient defenses to repel the claim, therefore the probability of an outflow of resources is not probable.

ITEM 4A. UNRESOLVED STAFF COMMENTS

None.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following Operating and Financial Review and Prospects section is intended to help the reader understand the factors

that have affected the Company's financial condition and results of operations for the historical period covered by the financial
statements and management's assessment of factors and trends which are anticipated to have a material effect on the Company's
financial condition and results in future periods. This section is provided as a supplement to, and should be read in conjunction
with, our audited financial statements and the other financial information contained elsewhere in this Annual Report. Our financial
statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the
International Accounting Standards Board (IASB). Our discussion contains forward looking information based on current
expectations that involve risks and uncertainties, such as our plans, objectives and intentions. Our actual results may differ from
those indicated in such forward looking statements.

The Operating and Financial Review and Prospects include the following sections:

· Operating results:

Business overview , a general description of our business.

Key drivers of our operating results and principal factors affecting our operating results , a general description of the
principal uncertainties and variables facing our business and the primary factors that have a significant impact on our
operating performance.

Recent acquisitions and dispositions , a description of the recent acquisitions, disposals and other transactions that
have impacted, or will impact, our performance.

Key financial and operating indicators , a presentation of the key financial measures we use to track our operating
performance.

Application of critical accounting policies , a discussion of accounting policies that require critical judgments and
estimates.

Operating results , an analysis of our consolidated results of operations during the three fiscal years presented in our
financial statements. The analysis is presented both on a consolidated basis, and by operating segment.

· Liquidity and capital resources, an analysis of our cash flows, borrowings and our anticipated funding requirements and
sources.

· Research and development, patents and licenses, etc.

· Trend information, a review of the outlook for, and trends affecting our business.

· Off-balance sheet arrangements.

· Tabular disclosure of contractual obligations, being the numerical review of our contractual future cash obligations.

· Safe harbor.

5A. OPERATING RESULTS

Business overview

We are a South African gold mining company engaged in surface gold tailings retreatment, including exploration,

extraction, processing and smelting. As at June 30, 2012, we have surface tailings retreatment operations, including the requisite
infrastructure and metallurgical processing plants, which are currently located in South Africa. On June 1, 2012, we disposed of
our last current operating underground operation, Blyvooruitzicht Gold Mining Company Limited, or Blyvoor. Blyvoor has
therefore been classified as a discontinued operation in this Annual Report and comparatives have been restated for this purpose.
In fiscal 2010, the Group broadened its activities to include initial exploration activities on a small scale in Zimbabwe.

Our strategy is to enhance shareholder value by reducing risk, controlling costs, managing margins and taking a

disciplined approach to growth in the highly competitive mining environment. The company’s key objectives are to:

· consolidate our position as one of the world leaders in the production of gold from the retreatment of surface sand and
slimes material through our Ergo operation;
· realize value for shareholders from our remaining underground gold resources associated with ERPM Extensions 1 and 2
exploration areas in South Africa; and
· establish, from ongoing joint venture exploration activity, the viability of alluvial and near-surface gold mining in
Zimbabwe.

Our short term goal is to maximize gold extraction from Ergo’s current surface resource at the lowest possible cost

through:

· the use of our pump stations, pipelines, deposition capacity and other infrastructure; and
· fast-track development, commissioning and build-up of production from our new R250 million flotation/fine-grind
circuit, expected to increase gold recovery by between 16% and 20%.

In the longer term, it is anticipated that the Ergo resources can also be exploited for uranium, potentially through the

addition of cost-effective resin-in-pulp technology to the flotation/fine-grind circuit.

During the fiscal years presented in this Annual Report all our operations take place in one geographic region, namely

South Africa (“South African Operations”), based on revenue generated from the location of our subsidiaries, as follows:

Ergo (Continuing operations):

· Ergo Mining Proprietary Limited (Ergo), ErgoGold (unincorporated entity) and Crown Gold Recoveries Proprietary
Limited (Crown), collectively referred to as Ergo – surface tailings retreatment; and
· East Rand Proprietary Mines Limited (ERPM) – surface tailings retreatment (reported under Ergo) and ERPM Extension
1 and 2 exploration tenements. ERPM’s underground mining operation has been discontinued and is included under
‘Corporate head-office and all other’ in our financial statements’ operating segments.

Blyvoor (discontinued operation):

· Blyvooruitzicht Gold Mining Company Limited (Blyvoor) – underground mining and surface tailings retreatment.

In fiscal 2012, the South African Operations accounted for all of our production and profit for the year of R377.0 million

(fiscal 2011: R415.4 million loss and fiscal 2010: R203.4 million profit). In fiscal 2012, the profit from continuing operations was
R253.0 million (fiscal 2011: R83.5 million and fiscal 2010: R187.1 million) and from discontinued operations was R124.0 million
(fiscal 2011: R498.9 million loss and fiscal 2010: R16.2 million profit).

Exploration activities are undertaken in South Africa and in Zimbabwe.

As at June 30, 2012, we had attributable Ore Reserves of approximately 1.8 million ounces, compared to 6.3 million

ounces as at June 30, 2011 and 6.0 million ounces as at June 30, 2010. The decrease was attributable to the disposal of Blyvoor
which represented 4.3 million ounces of the 6.3 million ounces of our reserves as at June 30, 2011.

Key drivers of our operating results and principal factors affecting our operating results

The principal uncertainties and variables facing our business and, therefore, the key drivers of our operating results are:

· The price of gold, which fluctuates widely in dollars and rands;
· The production tonnages and gold content thereof, impacting on the amount of gold we produce at our operations;
· The cost of producing that gold as a result of mining efficiencies; and
· General economic factors, such as exchange rate fluctuations and inflation, and factors affecting mining operations
particularly in South Africa.

Gold price

Our revenues are derived primarily from the sale of gold produced at our mines. As a result, our operating results are

directly related to the price of gold which can fluctuate widely and is affected by numerous factors beyond our control, including
industrial and jewelry demand, expectations with respect to the rate of inflation, the strength of the dollar (the currency in which
the price of gold is generally quoted) and of other currencies, interest rates, actual or expected gold sales by central banks, forward
sales by producers, global or regional political or economic events, and production and cost levels in major gold-producing
regions such as South Africa. In addition, the price of gold is often subject to rapid short-term changes because of speculative
activities. The demand for and supply of gold may affect gold prices, but not necessarily in the same manner that supply and
demand affect the prices of other commodities. The supply of gold consists of a combination of new production from mining and
existing stocks of bullion and fabricated gold held by governments, public and private financial institutions, industrial
organizations and private individuals. As a general rule we sell the gold produced at market prices to obtain the maximum benefit
from prevailing gold prices.

The following table indicates the movement in the dollar gold spot price for the 2012, 2011 and 2010 fiscal years:

2012 fiscal year

2011 fiscal year

% change

Opening gold spot price on July 1, ..................................

$1,506 per ounce $1,244 per ounce

21%

Closing gold spot price on June 30, .................................

$1,599 per ounce $1,506 per ounce

Lowest gold spot price during the fiscal year ..................

$1,483 per ounce

$1,157 per ounce

28%

Highest gold spot price during the fiscal year..................

$1,895 per ounce

$1,553 per ounce

22%

Average gold spot price for the fiscal year ......................

$1,673 per ounce $1,369 per ounce

22%

2011 fiscal year

2010 fiscal year

% change

Opening gold spot price on July 1, ..................................

$1,244 per ounce $935 per

ounce 33%

Closing gold spot price on June 30, .................................

$1,506 per ounce $1,244 per

ounce

21%

Lowest gold spot price during the fiscal year ..................

$1,157 per ounce

$909 per ounce

27%

Highest gold spot price during the fiscal year..................

$1,553 per ounce

$1,261 per ounce

23%

Average gold spot price for the fiscal year ......................

$1,369 per ounce $1,089 per ounce

26%

2010 fiscal year

2009 fiscal year

% change

Opening gold spot price on July 1, ..................................

$935 per ounce

$930 per ounce

Closing gold spot price on June 30, .................................

$1,244 per ounce $935 per ounce 33%

Lowest gold spot price during the fiscal year ..................

$909 per ounce

$713 per ounce

27%

Highest gold spot price during the fiscal year..................

$1,261 per ounce

$989 per ounce

28%

Average gold spot price for the fiscal year ......................

$1,089 per ounce

$873 per ounce

25%

A significant upward trend in the dollar gold price has been noted over the past seven fiscal years. Our production has

been sourced from our South African Operations and as a result the impact of movements in relevant exchange rates during those
six fiscal years, has been significant on our operating results. The average gold price in rand (based on average spot prices for the
year) increased from R8,289 per ounce in fiscal 2010 (a 5% increase from fiscal 2009), to R9,565 per ounce in 2011 (a 15%
increase from fiscal 2010) and R12,970 per ounce in 2012 (a 36% increase from fiscal 2011).

Based on our forecast gold price of R468,261 per kilogram for fiscal 2013, a 10% increase in the rand gold price received

will increase our forecast profit for the year by R178.8 million and a 10% decrease in the rand gold price received will decrease
our profit for the year by R178.7 million.

Gold production and operating costs

Gold production from our operations totaled 232,353 ounces during fiscal 2012, compared to 265,179 ounces during

fiscal 2011, and 241,194 ounces in fiscal 2010. Gold production from continuing operations totaled 135,708 ounces during fiscal
2012, compared to 144,065 ounces during fiscal 2011, and 134,742 ounces in fiscal 2010. The benefits enjoyed in fiscal 2012
from the 36% increase (fiscal 2011: 15% increase) in the average rand gold price received were partially offset by an increase in
average cash operating costs of 21% (fiscal 2011: 8%). Average operating costs were higher due to high average price increases in
operating costs components and lower production.

Our costs and expenses consist primarily of operating costs and depreciation. Operating costs include labor, contractor

services, stores, electricity and other related costs, incurred in the production of gold. ‘Consumables and other’ and 'labor' are the
largest components of operating costs, constituting respectively, 37% and 32% of operating costs for fiscal 2012. “Consumables
and other’ and 'labor' constituted 48% and 18%, respectively, of our operating costs from continuing operations for fiscal 2012.
For fiscal 2012, 31%, fiscal 2011, 35% and fiscal 2010 32% of our mining operations, based on kilograms of gold produced,
involved deep level underground mining from our discontinued operation, Blyvoor, which is more labor intensive.

In fiscal 2012, production decreased to 232,353 ounces (produced from 24.9 million tonnes milled at an average yield of

0.29g/t) from 265,179 ounces in fiscal 2011 (produced from 24.2 million tonnes milled at an average yield of 0.34g/t). Production
increased to 265,179 ounces in fiscal 2011 from 241,194 ounces in fiscal 2010 (produced from 22.6 million tonnes milled at an
average yield of 0.33g/t). The reasons for the movements in production are explained in more detail below.

Our continuing operation, Ergo, produced 135,708 ounces (from 21.6 million tonnes milled at an average yield of

0.20g/t) in fiscal 2012, in comparison with 144,065 ounces (from 20.3 million tonnes milled at an average yield of 0.22g/t) in
fiscal 2011 and 134,742 ounces (from 19.0 million tonnes milled at an average yield of 0.22g/t) in fiscal 2010. The decrease in
production in fiscal 2012 was due to a decrease in average grade, resulting from the depletion of previous higher grade surface
material being processed from the Top Star and Mennells dumps. The increase in production in fiscal 2011 was mainly due to a
rise in both throughput and average grade, resulting from continued build-up of slimes recovery from the Elsburg Tailings
Complex.

Our discontinued operation, Blyvoor, produced 96,645 ounces (from 3.3 million tonnes milled at an average yield of

0.91g/t) in fiscal 2012, in comparison with 121,114 ounces (from 3.9 million tonnes milled at an average yield of 0.98g/t) in fiscal
2011 and 106,452 ounces (from 3.6 million tonnes milled at an average yield of 0.92g/t) in fiscal 2010. The decrease in
production in fiscal 2012 compared to fiscal 2011, was mainly due to the suspension of Blyvoor’s Number 4 and 6 shafts on
February 6, 2012 and due to only eleven months of production being included as a result of the disposal of Blyvoor on
June 1, 2012. The increase in production at Blyvoor in fiscal 2011 compared to fiscal 2010, reflected continued recovery of the
underground operations from the effects of substantial seismic damage suffered in May 2009 in the high-grade areas of No. 5
Shaft and a protracted, wage related strike in fiscal 2010.

General economic factors

As at September 30, 2012, our operations are located in South Africa. We also engage in small scale exploration activities

in Zimbabwe (such activities are at an early stage and therefore do not affect our results of operations). We are exposed to a
number of factors, which could affect our profitability, such as exchange rate fluctuations, inflation and other risks relating to
South Africa. In conducting mining operations, we recognize the inherent risks and uncertainties of the industry, and the wasting
nature of the assets.

Effect of exchange rate fluctuations

For the year ended June 30, 2012, all of our revenues were generated from our South African operations, all of our

operating costs were denominated in rand and we derived all of our revenues in dollars. As the price of gold is denominated in
dollars and we realize our revenues in dollars, the appreciation of the dollar against the rand increases our profitability, whereas
the depreciation of the dollar against the rand reduces our profitability. Based upon average rates during the respective years, the
rand weakened by 11% against the dollar in fiscal 2012, compared to a strengthening by 8% against the dollar in fiscal 2011 and a
strengthening by 16% against the dollar in fiscal 2010. The weakening of the rand against the dollar in fiscal 2012 contributed to
the increase in the average rand gold price received of 36%. The strengthening of the rand against the dollar in fiscal 2011 and
2010 limited the increase in the average rand gold price received to only 17% and 5%, respectively.

As an unhedged gold producer, we do not enter into forward gold sales contracts to reduce our exposure to market

fluctuations in the dollar gold price or the exchange rate movements. If revenue from gold sales falls for a substantial period
below our cost of production at our operations, we could determine that it is not economically feasible to continue commercial
production at any or all of our plants or to continue the development of some or all of our projects. Our weighted average cash
operating costs per kilogram for our operations was R304,912 per kilogram of gold produced in fiscal 2012, R251,296 per
kilogram of gold produced in fiscal 2011 and R233,112 per kilogram of gold produced in fiscal 2010. Our weighted average cash
operating costs per kilogram for our continuing operation was R272,778 per kilogram of gold produced in fiscal 2012, R218,868
per kilogram of gold produced in fiscal 2011 and R207,568 per kilogram of gold produced in fiscal 2010. Our weighted average
cash operating costs per kilogram for our discontinued operation was R350,032 per kilogram of gold produced in fiscal 2012,
R289,870 per kilogram of gold produced in fiscal 2011 and R265,445 per kilogram of gold produced in fiscal 2010. The average
gold price received from operations was R418,538 per kilogram of gold produced in fiscal 2012, R308,220 per kilogram of gold
produced in fiscal 2011 and R267,292 per kilogram of gold produced in fiscal 2010.

Effect of inflation

In the past, our operations have been materially adversely affected by inflation. As we are unable to control the prices at

which our gold is sold, if there is a significant increase in inflation in South Africa without a concurrent devaluation of the rand or
an increase in the price of gold, our costs will increase, negatively affecting our operating results.

The movements in the rand/dollar exchange rate, based upon average rates during the periods presented, and the local

annual inflation rate for the periods presented, as measured by the South African Consumer Price Index, or CPI, are set out in the
table below:

Year ended June 30,

2012

(%)

2011

(%)

2010

(%)

The average rand/dollar exchange rate weakened/(strengthened) by............................................

(8.2)

(15.9)

CPI (inflation rate) ......................................................................................................................

5.5 5.3 4.2

The South African CPI inflation rate stabilized in fiscal 2012, 2011 and fiscal 2010 after a significant decrease from 6.9%

in fiscal 2009 and as at September 30, 2012, it was at 5.5%.

South African political, economic and other factors

We are a South African company and all our revenue producing operations are based in South Africa. As a result, we are

subject to various economic, fiscal, monetary and political factors that affect South African companies generally. South African
companies are subject to exchange control regulations. Governmental officials have from time to time stated their intentions to lift
South Africa’s exchange control regulations when economic conditions permit such action. Over the last few years, certain
aspects of exchange controls for companies and individuals have been incrementally relaxed. It is, however, impossible to predict
when, if ever, the South African Government will remove exchange controls in their entirety. South African companies remain
subject to restrictions on their ability to export and deploy capital outside of the Southern African Common Monetary Area, unless
dispensation has been granted by the South African Reserve Bank. For a detailed discussion of exchange controls, see Item 10D.:
“Exchange controls.”

On May 1, 2004, the Mineral and Petroleum Resources Development Act (MPRD Act) became effective. Prior to the

introduction of the MPRD Act, private ownership in mineral rights and statutory mining rights in South Africa could be acquired
through the common law or by statute. Now, all mineral rights have been placed under the custodianship of the South African
Government under the provisions of the MPRD Act, and old order proprietary rights need to be converted to new order rights of
use within certain prescribed periods. We have submitted certain applications in this regard. This process is described in more
detail under Item 4B.: “Business Overview – Governmental regulations and their effects on our business - South Africa - Common
Law Mineral Rights and Statutory Mining Rights.”

The MPRD Act makes reference to royalties being payable to the South African government in terms of the Royalty Bill.

The fourth draft of the Royalty Bill was promulgated in Parliament on August 14, 2008 and provides for the payment of a royalty
according to a formula based on earnings before interest, tax and after the deduction of capital expenditure. The Mineral and
Petroleum Resources Royalty Act, No.28 of 2008 was enacted on November 21, 2008 and was published in the South African
Government Gazette on November 24, 2008 and the Mineral and the Petroleum Resources Royalty Act (Administration), No.29 of
2008 on November 26, 2008. The rate as calculated per the abovementioned formula is then applied to revenue to calculate the
royalty amount due, with a minimum of 0.5% and a maximum of 5% for gold, payable half yearly with a third and final payment
thereafter. The royalty is tax deductible and the cost after tax amounts to a rate of between 0.33% and 3.3% at the prevailing marginal
tax rates applicable to the group which had been consistent for fiscal 2012, 2011 and 2010. The registration process commenced on
November 1, 2009, after which the group duly registered, and the payment of royalties commenced on March 1, 2010, with
DRDGOLD payments due as from June 30, 2010 and every six months thereafter. The royalty is payable on old unconverted mining
rights and new converted mining rights.

Recent acquisitions and dispositions

The global gold mining industry has experienced active consolidation and rationalization activities in recent years.

Accordingly, we have been, and may continue to be, involved in acquisitions and dispositions as part of this global trend and to
identify value-adding business combinations and acquisition opportunities. To ensure that our Ore Reserve base is maintained, or
increased, we are currently focusing on organic growth from our existing operations, brownfields exploration in South Africa and
greenfield exploration in Zimbabwe.

The following is a description of acquisitions and dispositions completed by us since July 1, 2009:

Ergo (includes Ergo, ErgoGold, Crown and ERPM’s Cason dump) (continuing operation)

On January 21, 2010, Ergo Mining Operations Proprietary Limited, or EMO, through its subsidiary ERPM, acquired the

remaining 50% interest in Ergo Mining Proprietary Limited from Mintails SA for a total consideration of R82.1 million,
consisting of R62.1 million in cash and payment of the balance of R20.0 million with DRDGOLD’s shares in Witfontein Mining
Proprietary Limited. The acquisition was completed on April 15, 2010 and was recorded in the financial statements effective May
1, 2010.

On July 1, 2012, DRDGOLD restructured the group’s surface operations into Ergo in order to improve synergies, affect

cost savings and have a simpler group structure. Ergo is a wholly-owned subsidiary of EMO. EMO is 74% held by DRDGOLD,
20% by its black economic empowerment (BEE) partner, Khumo Gold SPV Proprietary Limited (Khumo Gold) and 6% by the
DRDSA Empowerment Trust.

Various transactions to give effect to the restructuring have been entered into, in terms of which:

· DRDGOLD has sold its 35% direct interest in the ErgoGold unincorporated partnership to Ergo for R200 million on
loan account;
· Crown has sold its mining assets (excluding its 50% interest in Ergo), mining and prospecting rights and certain
liabilities to Ergo in exchange for shares in Ergo;
· ERPM sold all of its surface mining assets (excluding its 50% interest in Ergo) and its 65% interest in ErgoGold to
Ergo in exchange for shares in Ergo; and
· Crown and ERPM will distribute their entire holdings in Ergo to sole shareholder EMO.

Consequently, EMO will hold 100% directly of Ergo.

The ERPM and Crown disposals are subject to the consent of the Minister of Mineral Resources in terms of section 11 of

the MPRD Act.

ERPM

On July 1, 2012, DRDGOLD restructured the group’s surface operations into Ergo, which has been discussed in more

detail above.

Blyvoor (discontinued operation)

On November 9, 2009, in a bid to save the Blyvoor mine from liquidation, we applied to the High Court of South Africa for

a provisional judicial management order over the operation. A provisional judicial management order was granted by the High Court
of South Africa on November 10, 2009.

The application, in terms of the provisions of Section 427 of the South African Companies Act, was prompted by Blyvoor’s

inability to continue to sustain losses incurred since April 2009, which were brought about by the following circumstances:

· a drop in the rand gold price received between April 1, 2009 and September 30, 2009, due to the strengthening of the
rand against the US dollar;
· extensive damage caused during May 2009 to higher-grade underground production areas at Blyvoor’s No. 5 Shaft by
seismic activity, restoration of which was expected to take until end of quarter three of fiscal 2010 to complete;
· power utility Eskom’s higher winter tariffs, compounded by a 32% price increase effective from July 1, 2009, and the
l ikelihood of further increases in coming months; and
· the wage strike by the National Union of Mineworkers, which lasted for almost a month and resulted in the loss of
approximately 8,000 ounces of expected production.

In terms of a provisional judicial management order, the court appointed a judicial manager who had a wide range of powers

at his disposal to take such actions as he deemed necessary to save the business. These could include giving certain creditors
temporary preference over others and agreeing compromises with creditors without the risk of committing an act of insolvency and
thereby exposing the mine to liquidation.

On April 13, 2010, DRDGOLD announced that the High Court of South Africa had agreed to lift, with immediate effect,

the provisional judicial management order in place since November 10, 2009. The Company’s application to the court for the
lifting of the provisional judicial management order indicated that for the period from November 2009 to February 2010, Blyvoor
had traded at an unaudited profit of R33.6 million, the amount owed to trade creditors at the time when the provisional judicial
management order was granted had been reduced from R39.0 million to R2.2 million, monthly production of gold had increased
from 8,745 ounces to 10,127 ounces and the gold price had increased from R240,000/kg to R265,000/kg.

On December 2, 2009, DRDGOLD announced a proposed transaction to sell 60% of Blyvoor to Aurora Empowerment

Systems Proprietary Limited, or Aurora, for R295 million and to provide a R80 million loan facility over a six month period. On
April 1, 2010, the Company announced that through mutual agreement the offer made by Aurora was withdrawn.

On September 14, 2010, DRDGOLD met all formal requirements to restructure its holding in Blyvoor, then a subsidiary

of EMO, which is the holding company of DRDGOLD’s surface operations, such that Blyvoor would become a direct subsidiary
of DRDGOLD. This was done to form separate brands for the Company’s underground and surface operations in two separate
investment vehicles; the first being Blyvoor involved in underground operations at a higher risk, marginal gold mine with a high
potential upside if the rand gold price reaches more favorable levels and the second being EMO involved in surface operations at a
lower risk, higher margin gold mine. Following this restructuring, DRDGOLD’s Board of Directors announced in April, 2011 that
Blyvoor no longer fit within the Company’s strategic focus and that the mine would be sold.

On June 23, 2011, DRDGOLD announced that its Board of Directors had decided to suspend financial assistance to

Blyvoor. The decision followed the promulgation of the new Companies Act of South Africa which requires directors of parent
companies to seek the consent of the parent company shareholders and then to consider the effects on the solvency and liquidity of
the parent company as conditions precedent to the provision of financial assistance to subsidiaries. Blyvoor’s production had been
trending down as a result of a drop in grade and seismicity-related work stoppages, while costs had increased due mainly to higher
electricity charges, and particularly power utility Eskom’s winter tariff which adds R11 million a month to overhead costs. The
Board of Directors of Blyvoor had, in response to the DRDGOLD Board’s decision, resolved to begin business rescue
proceedings for Blyvoor in terms of Chapter 6 of the Companies Act. The business rescue process provided for in Chapter 6
replaced the judicial management process in the previous Companies Act.

On August 17, 2011, DRDGOLD announced that Blyvoor had been granted an extension by the Southern Gauteng High

Court of South Africa (Johannesburg) until November 1, 2011, to publish a business rescue plan. On October 20, 2011 it was
announced that further extension had been granted till December 2, 2011, for the business rescue process in terms of section 132(3)
of the Companies Act, 2008; further extension may, however, be granted. The extension was granted because various processes
critical to finalization of the business rescue plan were ongoing and would require additional time to conclude. These included:

· discussions on terms with key creditors;
· wage negotiations with unions and associations;
· negotiations with neighboring mining companies regarding asset acquisitions; and
· on-mine measures to improve labor, energy and water efficiencies.

On September 27, 2011, the Business Rescue Practitioner overseeing business rescue proceedings at Blyvoor gave notice

of Blyvoor’s intention to enter a 60-day consensus-seeking process in terms of Section 189 (3) of the Labour Relations Act with
the National Union of Mineworkers, or NUM and the United Association of South Africa, or UASA – the Union, to consider
reducing employee numbers by approximately 500 employees. The reason for the need to consider the reduction was that Blyvoor
– under business rescue proceedings in terms of Chapter 6 of the Companies Act since June this year – has been unable to meet
production and financial targets, a situation exacerbated by higher utility costs. Blyvoor was proposing voluntary separation and
application of the principle of “last in, first out” as among the mechanisms to be applied to effect the required reduction in
employee numbers. Measures which have been under consideration at that stage to achieve a targeted 30% improvement in the
cost of production in R/kg terms, and thus to avoid employee reduction, included:

· a reduction in overtime expenditure;
· an increase in available face time and subsequent re-organization of shifts;
· a re-evaluation of the profitability of 6 Shaft, 4 Shaft and the Reef Picking Project;
· a reduction of departmental costs by 10%; and
· revised mining plans.

On November 10, 2011, the Business Rescue Practitioner terminated the business rescue after concluding that there were

no longer grounds to believe that Blyvoor was financially distressed in terms of Chapter 6 of the South African Companies Act,
2008.

On February 11, 2012, DRDGOLD, Village Main Reef Limited (Village), Blyvoor and Business Venture Investments

No 1557 Proprietary Limited (a wholly owned subsidiary of Village) (Purchaser) entered into a sale of shares and claims
agreement.

Pursuant to terms of the Agreement, DRDGOLD agreed to sell its entire shareholding in Blyvoor (which amounts to 74%

of the total issued ordinary share capital of Blyvoor) (Sale Shares) and its working capital and shareholder loan claims against
Blyvoor ("Sale Claims") to the Purchaser (Transaction). The Transaction is divided into the Part A Sale and the Part B Sale. In
terms of the Part A Sale, the Sale Claims are sold to the Purchaser and in terms of the Part B Sale, the Sale Shares are sold to the
Purchaser. The purchase consideration payable in respect of the Sale Claims and the Sale Shares shall be discharged by Village
through the issue of 85,714,286 new ordinary shares in Village (Village Shares) and an amount of R1 payable in cash by Village,
respectively.

The Part A Sale was completed on June 1, 2012, at which time 65,714,286 of the Village Shares were issued directly to

DRDGOLD and 20,000,000 are held in escrow (Escrow Shares) pending completion of the Part B Sale.

The Part B Sale is subject to the fulfillment, or waiver (if applicable), of the following conditions precedent:

· by not later than 17h00 on the second anniversary of the signature date of the Agreement, the Department of Mineral
Resources (DMR) has granted the conversion of Blyvoor's old order mining right and the new order mining right has
been notarially executed and registered in the Mining Titles Office ("Conversion"); and
· by not later than 17h00 on the third anniversary of the signature date of the Agreement, the DMR has unconditionally
approved the transfer of DRDGOLD's interest in Blyvoor to the Purchaser in terms of section 11 of the Mineral &
Petroleum Resources Development Act, No 28 of 2002 or conditionally approved it on terms and conditions which each
of DRDGOLD and the Purchaser confirms to be acceptable (Section 11 Approval).

Upon fulfillment of the Part B Conditions Precedent, the Escrow Shares together with any accrued dividends thereon will

be released to DRDGOLD and the Sale Shares will be transferred to the Purchaser.

If the Conversion does not occur in accordance with the terms of the Agreement, or Conversion occurs but Section 11

Approval is not obtained, any one, or more, of the following may occur:

· the sale of the Sale Shares is implemented and the Sale Shares are transferred to the Purchaser;
· a portion of the Sale Claims revert to DRDGOLD;
· the Escrow Shares together with any accrued dividends thereon are released to DRDGOLD or to the Purchaser;
· the appointment of the Purchaser as DRDGOLD’s agent to render corporate services on behalf of DRDGOLD to Blyvoor
continues or is terminated; and/or
· the DRDGOLD’s right to receive dividends in respect of the Sale Shares is reinstated.

Key financial and operating indicators

The financial results for the years ended June 30, 2012, 2011 and 2010 below are stated in accordance with IFRS as

issued by the IASB.

We consider the key performance measures for the growth of our business and its profitability to be gold revenue,

production, operating costs, cash costs per kilogram and total costs per kilogram, capital expenditure and Ore Reserves. The
following table presents the key performance measurement data for the past three fiscal years:

Operating data

Total operations

Year ended June 30,

2012

2011

2010

Revenue (R'000) .........................................................................................................

3,004,264 2,565,319 1,990,522

Gold production (ounces) ...........................................................................................

232,353 265,179 241,194

Gold production (kilograms).......................................................................................

7,227 8,248 7,502

Revenue (R/kilogram)..................................................................................................

415,700 311,023 265,332

Average gold price received (R/kilogram)....................................................................

418,538 308,220 267,292

Operating costs (R'000) ..............................................................................................

2,188,887 2,088,299 1,718,865

Cash operating costs (R'000) ......................................................................................

2,203,597 2,072,687 1,748,806

Cash operating costs (R/kilogram)

........................................................................

304,912 251,296 233,112

Total costs (R/kilogram)¹ ............................................................................................

360,975 357,486 237,123

Capital expenditure - cash (R'000)..............................................................................

333,175 317,250 194,018

Ore Reserves (ounces) ................................................................................................

1,825,000 6,336,000 6,027,000

Continuing operations

Year ended June 30,

2012

2011

2010

Revenue (R'000) .........................................................................................................

1,764,191 1,379,459 1,129,113

Gold production (ounces) ...........................................................................................

135,708 144,065 134,742

Gold production (kilograms).......................................................................................

4,221 4,481 4,191

Revenue (R/kilogram)..................................................................................................

417,956 307,846 269,414

Average gold price received (R/kilogram)....................................................................

418,849 308,880 267,183

Operating costs (R'000) ..............................................................................................

1,141,973 972,479 873,843

Cash operating costs (R'000) ......................................................................................

1,151,400 980,746 869,918

Cash operating costs (R/kilogram)¹ ............................................................................

272,779 218,868 207,568

Total costs (R/kilogram)¹ ............................................................................................

356,129 282,608 214,486

Capital expenditure - cash (R'000)..............................................................................

250,237 221,567 114,466

Ore Reserves (ounces) ................................................................................................

1,825,000 1,997,000 2,054,000

Discontinued operation

Year ended June 30,

2012

2011

2010

Revenue (R'000) .........................................................................................................

1,240,073 1,185,860 861,409

Gold production (ounces) ...........................................................................................

96,645 121,114 106,452

Gold production (kilograms).......................................................................................

3,006 3,767 3,311

Revenue (R/kilogram)..................................................................................................

412,533 314,802 260,166

Average gold price received (R/kilogram)....................................................................

418,096 307,457 267,435

Operating costs (R'000) ..............................................................................................

1,046,914 1,115,820 845,122

Cash operating costs (R'000) ......................................................................................

1,052,197 1,091,941 878,888

Cash operating costs (R/kilogram)¹ ............................................................................

350,032 289,870 265,445

Total costs (R/kilogram)¹ ............................................................................................

367,780 446,557 265,776

Capital expenditure - cash (R'000)..............................................................................

82,938 95,683 79,552

Ore Reserves (ounces) ................................................................................................

n/a 4,339,000 3,973,000

Cash operating costs and total costs are non-IFRS financial measures of performance that we use to determine cash generating capacities of the

mines and to monitor performance of our mining operations. For a reconciliation to operating costs see Item 5A.: “Operating Results” Under
“Reconciliation of cash cost per kilogram, total costs, total costs per kilogram and capital expenditure (cash).”

Revenue

Revenue is derived from the sale of gold. The following table analyzes the revenue per operation:

Year ended June 30,

2012

R'000

2011

R'000

2010

R'000

Continuing operations

Ergo

- continuing operation............................................................................................ 1,764,191

1,379,459 1,129,113

Discontinued operation

Blyvoor – discontinued operation.................................................................................... 1,240,073

1,185,860 861,409

Total ................................................................................................................................... 3,004,264 2,565,319 1,990,522

Revenue increased from R2,565.3 million in fiscal 2011 to R3,004.3 million in fiscal 2012 mainly as a result of the 36%

higher rand gold price received. The increase in revenue was partially offset by a decrease in production at Ergo of 6% due to a
decrease in grade resulting from the completion of Top Star and Mennells higher grade dumps. The increase in revenue was also
offset by the suspension of Blyvoor's Number 4 and 6 shafts at the start of February 2012 and because only eleven months of
Blyvoor's revenue was included following the disposal of Blyvoor on June 1, 2012.

Revenue increased from R1,990.5 million in fiscal 2010 to R2,565.3 million in fiscal 2011 as a result of the 15% higher

rand gold price received and the 10% increase in gold production. Both Blyvoor and Ergo increased their gold production by 14%
and 37%, respectively (discussed in more detail below under “Gold production”). Crown’s gold production decreased by 4%,
mainly as a result of diminishing grades as the processing of the Top Star dump neared completion.

Gold production

The following table analyzes the production per operation:

South African Production in Year ended June 30

2012 2011 2010

Ounces Kilograms Ounces Kilograms Ounces Kilograms

Continuing operations

Ergo¹...........................................................

135,708 4,221

144,065 4,481

134,742 4,191

Discontinued operation

Blyvoor......................................................

96,645 3,006

121,114 3,767

106,452 3,311

Surface operations ....................................

23,597 734

29,645 922

29,226 909

Underground operations ...........................

73,048 2,272 91,469 2,845 77,226 2,402

Total production .........................................

232,353 7,227

265,179 8,248

241,194 7,502

For fiscal 2012, our total gold production decreased by 32,826 ounces, or 12%, to 232,353 ounces from 265,179 ounces

produced in fiscal 2011.

For fiscal 2011, our total attributable gold production from operations increased by 23,985 ounces, or 10%, to 265,179

ounces from 241,194 ounces produced in fiscal 2010.

At Ergo, total gold production was 6% lower at 135,708 ounces (fiscal 2011: 144,065 ounces). This reflects a 6% rise in

throughput to 21,603,000 tonnes (fiscal 2011: 20,326,000 tonnes) and a 9% reduction in average grade to 0.20g/t (fiscal 2011:
0.22g/t), resulting from the completion of the Top Star and Mennells higher grade dumps. During fiscal 2011 total gold production
at Ergo was 7% higher at 144,065 ounces (fiscal 2010: 134,742 ounces). This was mainly as a result of a 7% rise in throughput to
20,326,000 tonnes (fiscal 2010: 18,989,000 tonnes) and a steady average grade of 0.22g/t (fiscal 2010: 0.22g/t), reflecting a
continued build-up of the slimes recovery from the Elsburg Tailings Complex, which was offset by lower throughput at Crown as
a result of deposition constraints at Crown's deposition facility.

Ergo results have been restated during fiscal 2012 to include ErgoGold, Ergo, Crown and ERPM’s Cason dump. ErgoGold started gold

production at the end of the second quarter of fiscal 2009, at which stage the Group owned 50% of the joint venture and the Mintails group
owned the remaining 50%. Effective March 31, 2009 the Group acquired Mintails’ 50% interest, resulting in the Group owning 100% of
ErgoGold. Effective May 1, 2010 the Group acquired Mintails’ 50% interest in the Ergo, resulting in the Group owning 100%.

At Blyvoor, total gold production for the year was 96,645 ounces, down by 20% from 121,114 ounces in fiscal 2011,

primarily due to the suspension of Blyvoor’s No.4 and No.6 shafts at the start of February 2012 and the inclusion of eleven
months of Blyvoor production for fiscal 2012. Total gold production at Blyvoor for fiscal 2011 was 121,114 ounces, up by 14%
from 106,452 ounces in fiscal 2010. This reflected continued recovery of the underground operations from the effects of
substantial seismic damage in the high-grade areas of No 5 Shaft and a protracted, wage related strike in the previous year.
Underground production rose by 18% to 91,469 ounces from 77,226 ounces in fiscal 2010, as a result of a 16% increase in
throughput to 732,000 tonnes from 633,000 tonnes in fiscal 2010 and an increase in average grade to 3.89g/t from 3.79g/t. The
increase was partly offset by a drop in grade for the last quarter of fiscal 2011 due to the use of a substitute explosive for the
fourth quarter of fiscal 2011, due to the major overhaul of our regular preferred supplier’s explosive manufacturing plant. While
surface production was stable, rising by 1% to 29,645 ounces from 29,226 ounces in fiscal 2010, as a result of a 5% increase in
throughput to 3,129,000 tonnes from 2,968,000 tonnes in fiscal 2010 which had been offset by a 6% decrease in average grade to
0.29g/t from 0.31g/t in fiscal 2010.

Cash costs

and total costs¹ per kilogram

For fiscal 2012, cash costs from total operations increased to R304,912 per kilogram of gold from R251,296 per kilogram

of gold in fiscal 2011. Total costs increased to R360,975 per kilogram of gold in fiscal 2012 from R357,486 per kilogram of gold
in fiscal 2011. The increase in cash costs per kilogram of gold produced in fiscal 2012 was due to above inflation increases in
prices of key consumables, labor and electricity as well as the 12% decrease in production. The increase in total costs was
primarily due to the non-recurring R546.6 million impairment of Blyvoor’s property, plant and equipment recorded in fiscal 2011.
In fiscal 2011, cash costs increased to R251,296 per kilogram of gold from R233,112 per kilogram of gold in fiscal 2010. Total
costs increased to R357,486 per kilogram of gold from R237,123 per kilogram of gold in fiscal 2010. The increase in cash costs
per kilogram of gold produced in fiscal 2011 was due to price increases in key consumables together with above inflation
increases in both labor and electricity, which were partially offset by higher production. The increase in total costs was due to a
R546.6 million impairment of Blyvoor’s property, plant and equipment.

Ergo's cash costs for fiscal 2012 increased to R272,779 per kilogram of gold from R218,868 per kilogram of gold in fiscal

2011. Total costs increased to R334,257 per kilogram of gold from R256,085 per kilogram of gold in fiscal 2011. The increase was
due to above inflation increases in prices of key consumables, labor and electricity as well as the decrease in production. For fiscal
2011, Ergo's cash costs increased to R218,868 per kilogram of gold from R207,568 per kilogram of gold in fiscal 2010. Total costs
increased to R256,085 per kilogram of gold from R246,899 per kilogram of gold in fiscal 2010. The increase was due to price
increases in key consumables together with above inflation increases in both labor and electricity, which were partially offset by
higher production.

Blyvoor's cash costs for fiscal 2012 increased to R350,032 per kilogram of gold from R289,870 per kilogram of gold in

fiscal 2011. Total costs decreased to R367,780 per kilogram of gold from R446,557 per kilogram of gold in fiscal 2011. The decrease
in total costs was due to a R546.6 million impairment of Blyvoor’s property, plant and equipment included in fiscal 2011. For fiscal
2011, Blyvoor's cash costs increased to R289,870 per kilogram of gold from R265,445 per kilogram of gold in fiscal 2010. Total
costs increased to R446,557 per kilogram of gold from R265,776 per kilogram of gold in fiscal 2010. The increase in total costs was
due to a R546.6 million impairment of Blyvoor’s property, plant and equipment included in fiscal 2011.

Reconciliation of cash costs per kilogram, total costs, total costs per kilogram and capital expenditure (cash)

Cash costs of production include costs for all mining, processing, administration, royalties and production taxes, but

exclude depreciation, depletion and amortization, rehabilitation, retrenchment costs and corporate administration costs. Cash costs
per kilogram are calculated by dividing cash costs by kilograms of gold produced. Cash costs per kilogram have been calculated
on a consistent basis for all periods presented. Prior periods have been adjusted to distinguish between continuing operations and
discontinued operations as well as for the Ergo operation which now also includes the Crown operation and ERPM’s Cason
operation.

Total operating costs include cash costs of production, depreciation, retrenchment costs, depletion and amortization and

the accretion of rehabilitation, reclamation and closure costs.

Total costs, as calculated and reported by us, include total operating costs, plus other operating and non-operating

income, finance expenses and other operating and non-operating costs, but exclude taxation, minority interest, profit or loss from
associates and the cumulative effect of accounting adjustments. These costs are excluded as the mines do not have control over
these costs and they have little or no impact on the day-to-day operating performance of the mines. Total costs per kilogram are
calculated by dividing total costs by kilograms of gold produced. Total costs and total costs per kilogram have been calculated on
a consistent basis for all periods presented.

Cash costs and total costs are non - IFRS financial measure of performance that we use to determine cash generating capacities of the mines

and to monitor performance of our mining operations. For a reconciliation to operating costs see Item 5A.: “Operating Results.”

Cash costs per kilogram, total costs and total costs per kilogram are non - IFRS financial measures that should not be

considered by investors in isolation or as alternatives to operating costs, net profit/(loss) attributable to equity owners of the
parent, profit/(loss) before tax and other items or any other measure of financial performance presented in accordance with IFRS
or as an indicator of our performance. While the Gold Institute has provided definitions for the calculation of cash costs, the
calculation of cash costs per kilogram, total costs and total costs per kilogram may vary significantly among gold mining
companies, and these definitions by themselves do not necessarily provide a basis for comparison with other gold mining
companies. However, we believe that cash costs per kilogram, total costs and total costs per kilogram are useful indicators to
investors and our management of an individual mine's performance and of the performance of our operations as a whole as they
provide:

· an indication of a mine’s profitability and efficiency;
· the trend in costs;
· a measure of a mine's margin per kilogram, by comparison of the cash costs per kilogram by mine to the price of gold;
and
· a benchmark of performance to allow for comparison against other mines and mining companies.

Capital expenditure (cash), is the actual cash flow for the particular fiscal period as taken from the statement of cash

flows for additions to property, plant and equipment under investing activities. Prior periods have been adjusted to distinguish
between continuing operations and discontinued operations as well as for the Ergo operation which now also includes the Crown
operation and ERPM’s Cason operation.

A reconciliation of operating costs to total costs, cash costs per kilogram and total costs per kilogram, for each of the

three years ended June 30, 2012, 2011 and 2010 is presented below. In addition, we have also provided below details of the
amount of gold produced by each mine for each of those periods.

For the year ended June 30, 2012
(in R'000, except as otherwise noted)

Continuing Operations

Discontinued

operation

Ergo

ERPM

Other

Total

Blyvoor

Total

Cash operating costs

............................................................

1,151,400

1,151,400

1,052,197

2,203,597

Movement in gold in process ..................................................

(9,427)

(9,427)

(5,283)

(14,710)

Operating costs

1,141,973

1,141,973

1,046,914

2,188,887

Plus:

Depreciation.......................................................................... 117,457

1,732 119,189

1,661

120,850

Retrenchment costs...............................................................

43,747

43,747

Movement in provision for environmental
rehabilitation.......................................................................... 48,292

9,861

1,333

59,486

(301)

59,185

Actuarial loss on post-retirement benefits..............................

Ongoing rehabilitation expenditure.........................................

39,445

7,702

148

47,295

990

48,285

Net other operating costs/(income) ........................................

23,930

28,440

(28,695)

32,258

8,583

40,481

Total operating costs .............................................................

1,371,164

46,003

(25,482)

1,400,268

1,101,594

2,501,862

Plus:

Impairments ......................................................................... -

1,100

1,100

Administration expenses and general costs/(income) ...........

40,172

(11,602)

82,049

110,619

10,918

121,537

Finance income......................................................................

(3,915)

(2,920)

(17,611)

(24,446)

(8,994)

(33,440)

Finance expenses ..................................................................

3,475

8,111

4,092

15,678

2,028

17,706

Total costs ..............................................................................

1,410,897

39,592

44,147

1,503,219

1,105,546

2,608,765

Gold produced (ounces)...........................................................

135,708

135,708

96,645

232,353

Gold produced (kilograms) ......................................................

4,221

4,221

3,006

7,227

Cash costs per kilogram (R per kilogram) ...............................

272,779

272,779

350,032

304,912

Total costs per kilogram (R per kilogram)...............................

334,257

356,129

367,780

360,975

Ergo has been restated during fiscal 2012 to include Ergo, ErgoGold, Crown and ERPM’s surface Cason operation. Comparative numbers have accordingly been restated.

Relates to other non-core operating entities within the Group and is included under ‘Corporate head office and other’ in our segmental reporting.

Blyvoor was sold on June 1, 2012, and has been classified as a discontinued operation. Comparable prior year numbers have been adjusted to distinguish between continuing- and discontinued operations where

relevant.

Cash operating costs equate to cash costs of production.

For the year ended June 30, 2011
(in R'000, except as otherwise noted)

Continuing Operations

Discontinued

operation

Ergo

ERPM

Other

Total

Continuing

Operations Blyvoor

Total

Group

Cash operating costs

............................................................

980,746

980,746

1,091,941

2,072,687

Movement in gold in process ..................................................

(8,267)

(8,267)

23,879

15,612

Operating costs

972,479

- -

972,479

1,115,820

2,088,299

Plus:

Depreciation........................................................................... 98,164

- 117 98,281

32,638

130,919

Retrenchment costs................................................................

839

839

Movement in provision for environmental
rehabilitation.......................................................................... 36,352

11,049

(483) 46,918

5,649

52,567

Actuarial gain on post-retirement benefits...............................

(5,651)

(5,651)

Ongoing rehabilitation expenditure...........................................

32,311

9,047

167

41,525

1,453

42,978

Net other operating costs/(income) .........................................

1,194

18,623

5,141

25,037

8,559

33,596

Total operating costs .............................................................

1,134,849

39,558 4,942 1,179,428

1,164,119

2,343,547

Plus:

Impairments ........................................................................... -

1,090

1,090

546,566

547,656

Administration expenses and general costs/(income) ............

11,394

(3,380)

78,291

86,305

1,781

88,086

Finance income...................................................................... (5,038)

(2,847) (9,179)

(17,064)

(35,728)

(52,792)

Finance expenses ..................................................................

6,312

11,290

(996)

16,606

5,441

22,047

Total costs ...............................................................................

1,147,517

44,621 74,148 1,266,365

1,682,179

2,948,544

Gold produced (ounces)...........................................................

144,065

144,065

121,114

265,179

Gold produced (kilograms) ......................................................

4,481

4,481

3,767

8,248

Cash costs per kilogram (R per kilogram) ...............................

218,868

218,868

289,870

251,296

Total costs per kilogram (R per kilogram)...............................

256,085

282,608

446,557

357,486

Ergo has been restated during fiscal 2012 to include Ergo, ErgoGold, Crown and ERPM’s surface Cason operation. Comparative numbers have accordingly been restated.

Relates to other non-core operating entities within the Group and is included under ‘Corporate head office and other’ in our segmental reporting.

relevant.

Cash operating costs equate to cash costs of production.

For the year ended June 30, 2010
(in R'000, except as otherwise noted)

Continuing Operations

Discontinued

Operations

Ergo

ERPM

Other

Total South

African

Operations

Other-

Offshore

Operations

Total

Continuing

Operations

Blyvoor

Total

Group

Cash operating costs

...................................... 869,918

869,918 -

869,918

878,888

1,748,806

Movement in gold in process

3,825

3,825 -

3,825

(33,766)

(29,941)

Operating costs

873,743

873,743 -

873,743

845,122

1,718,865

Plus:

Depreciation..................................................... 156,423

1,452

278

158,153 -

158,153

32,616

190,769

Retrenchment costs..........................................

4,029

5,173

9,202 -

9,202

10,925

20,127

Movement in provision for environmental
rehabilitation.................................................. (16,416)

(4,618)

(68,246)

(89,280) -

(89,280)

1,246

(88,034)

Actuarial gain on post-retirement benefits......

(35,290)

(35,290)

Ongoing rehabilitation expenditure..................

26,196

4,390

2,323

32,909

1,942

34,851

Net other operating costs/(income) .................

13,878

26,398

2,873

43,149

7,350

50,499

Total operating costs .....................................

1,018,534

31,651

(57,599)

992,586

899,201

1,891,787

Plus:

(Reversal of impairments)/Impairments ........

(12,514)

18,738

6,224

Administration expenses and general costs ....

25,921

18,541

6,765

51,227

190

51,417

5,609

57,026

Finance income................................................ (5,693)

17,150

(19,980)

(8,523)

(155,194)

(163,717)

(36,556)

(200,273)

Finance expenses ............................................

8,505

36,799

(32,902)

12,402

11,730

24,132

Total costs ........................................................

1,034,753

104,141

(84,978)

1,053,916

(155,004)

898,912

879,984

1,778,896

Gold produced (ounces)....................................

134,742

134,742

106,452

241,194

Gold produced (kilograms) ...............................

4,191

4,191

3,311

7,502

Cash costs per kilogram(4) (R per kilogram).....

207,568

207,568

265,445

233,112

Total costs per kilogram (R per kilogram).........

246,899

251,471

214,486

265,776

237,123

Ergo has been restated during fiscal 2012 to include Ergo, ErgoGold, Crown and ERPM’s surface Cason operation. Comparative numbers have accordingly been restated.

Relates to other non-core operating entities within the Group and is included under ‘Corporate head office and other’ in our segmental reporting.

relevant.

Cash operating costs equate to cash costs of production.

Capital expenditure (cash)

During fiscal 2012, total capital expenditure (cash)

was R333.2 million, compared to R317.3 million in fiscal 2011, an

increase of 5%. Capital expenditure increased primarily as a result of the new flotation and fine-grind project and the completion
of the Crown/Ergo pipeline project. In fiscal 2012, Ergo spent R33.9 million on the Crown/Ergo pipeline project, R50.7 million on
the extension of the Brakpan tailings facility, R15.5 million on the refurbishment of the Ergo plant, R38.5 million on the new
flotation and fine-grind project, R49.0 million on infrastructure upgrades equipment, R14.2 million on the tailings facilities and
R16.1 million to replace old equipment and acquire new equipment. Blyvoor spent R50.3 million on opening up and development,
R23.3 million on equipment and R9.3 million on other equipment and the tailings facilities. The corporate head office had capital
expenditure amounting to R21.7 million relating to property, R7.8 million relating to the exploration in Zimbabwe and R2.9 million
on other equipment. For a detailed summary of capital expenditure, see Item 4D.: “ Property, Plant and Equipment”.

During fiscal 2011, total capital expenditure¹ (cash) was R317.3 million, compared to R194.0 million in fiscal 2010, an

increase of 64%. Capital expenditure increased primarily as a result of the Crown/Ergo pipeline project which commenced during
June 2010. In fiscal 2011, Ergo spent R29.4 million on the refurbishment of the second CIL circuit at the Ergo plant,
R27.7 million on the extension of the Brakpan tailings facility and R119.7 million on the Crown/Ergo pipeline project. Ergo also
spent R27.9 million on tailings deposition site and R0.6 million on vehicles and equipment. Blyvoor spent R57.2 million on
opening up and development, R25.3 million on equipment and R13.2 million on other equipment and the tailings facilities. For a
detailed summary of capital expenditure, see Item 4D.: “ Property, Plant and Equipment”.

Subsequent to June 30, 2012 and up to September 30, 2012 we spent R79.6 million on capital expenditure relating mainly

to:

· Ergo for construction of the flotation plant amounting to R55.6 million, the Angelo Pan water line amounting to R12.9
million and the Brakpan tailings facility amounting to R1.3 million; and
· Zimbabwe exploration amounting to R5.0 million.

Ore Reserves

As at June 30, 2012, our Ore Reserves were estimated at 1.8 million ounces, as compared to approximately 6.3 million

ounces at June 30, 2011, representing a 71% decrease. The decrease was due to the disposal of Blyvoor which comprised 68% of the
6.3 million reserves at the end of fiscal 2011. As at June 30, 2011, our Ore Reserves were estimated at 6.3 million ounces, as
compared to approximately 6.0 million ounces at June 30, 2010, representing a 5% increase. The increase was mainly due to an
increase in the rand gold price. Excluding the effect of depletion, our Ore Reserves increased by 0.686 million ounces, or 11% in
fiscal 2011.

We seek to increase our attributable Ore Reserves through development and to acquire additional new Ore Reserves through

acquisitions as well as exploration.

Year ended June 30,

2012 2011 2010

Ounces

Kilograms

Ounces

Kilograms

Ounces Kilograms

‘000

Continuing operations

Ergo

..........................................................

1,825

56,961 1,997 62,111 2,054 63,859

Discontinued operation

Blyvoor......................................................

- 4,339

134,963 3,973

123,544

Total Ore ......................................................

1,825 56,961

6,336 197,074 6,027 187,403

Our Ore Reserves presented in Item 4B.: “Business Overview” and above are prepared using three year average gold prices

at the time of reserve determination. For purposes of our financial statements, depreciation and impairment of property, plant and
equipment is determined based upon our "recoverable minerals", which means proven and probable ore reserves, which are
calculated using our life of mine business plans and the gold price at the end of each financial year.

1 Total capital expenditure (cash) is a non - IFRS financial measure of performance that we use to determine cash generating capacities of the
mines and to monitor performance of our mining operations.

Ergo’s Ore Reserves include the Elsburg and Benoni tailings complexes which are being processed by Ergo, however the mining rights for

these tailings are owned by ERPM. Crown's Ore Reserves have also been included under Ergo.

Application of critical accounting policies

Some of our significant accounting policies require the application of significant judgment by management in selecting the

appropriate assumptions for calculating financial estimates. 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.

Management believes the following critical accounting policies involve the more significant judgments and estimates used

in the preparation of our consolidated financial statements and could potentially impact our financial results and future financial
performance:

· Property, plant and equipment
· Impairment of property, plant and equipment
· Deferred income and mining taxes
· Reclamation and environmental costs
· Post-retirement medical benefits
· Financial instruments

Management has discussed the development and selection of each of these critical accounting policies with the Board of

Directors and the Audit Committee, both of which have approved and reviewed the disclosure of these policies. Our significant
accounting policies relating to our accounting estimates and judgments are described in more detail in note 1 to the consolidated
financial statements. Refer to Item 18.: “Financial statements’’. This discussion and analysis should be read in conjunction with the
consolidated financial statements and related notes included in Item 18.: “Financial statements’’.

Property, plant and equipment

Actual expenditures incurred for mineral property interests, mine development costs, mine plant facilities and equipment are

capitalized to the specific mine to which the cost relates. Depreciation is calculated on a mine-by-mine basis using the units of
production method. Other assets are depreciated using the straight-line method over the expected life of these assets. Under the units
of production method, we estimate the depreciation rate based on actual production over total Proven and Probable Ore Reserves of
the particular mine, which are calculated using our life of mine business plans and a gold price at the end of each financial year.
This rate is then applied to actual costs capitalized to date to arrive at the depreciation expense for the period. Proven and Probable
Ore Reserves of the particular mine reflect estimated quantities of economically and legally recoverable reserves. Changes in
management’s estimates of the quantities of economically recoverable reserves impact depreciation on a prospective basis. The
estimate of the total reserves of our mines could be materially different from the actual gold mined due to changes in the factors used
in determining our Ore Reserves, such as the gold price, foreign currency exchange rates, labor costs, engineering evaluations of
assay values derived from sampling of drill holes and other openings. Any change in management’s estimate of the total Proven and
Probable Ore Reserves would impact the depreciation charges recorded in our consolidated financial statements. The prevailing
market price of gold at the end of the financial year was R306,081, R328,155 and R408,381 per kilogram for the fiscal years
ended June 30, 2010, 2011 and 2012, respectively.

Impairment of property, plant and equipment

The carrying amounts of assets, other than inventories and deferred tax assets are reviewed at each reporting date to

determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is estimated.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In
assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset. Future cash flows are estimated based on
quantities of recoverable minerals, expected gold prices, production levels and cash costs of production, all based on life of mine
business plans. The term “recoverable minerals” means Proved and Probable Ore Reserves, which are calculated using our life of
mine business plans and a gold price at the end of each financial year. The prevailing market price of gold at the end of the
financial year was R306,081, R328,155 and R408,381 per kilogram for the fiscal years ended June 30, 2010, 2011 and 2012,
respectively. For the purpose of impairment testing, assets are grouped together into the smallest group of assets which generates
cash inflows from continuing use that is largely independent of the cash inflows of other assets or groups of assets, or the cash-
generating unit. An impairment loss is recognized directly against the carrying amount of the asset whenever the carrying amount of
an asset, or its cash generating unit, exceeds its recoverable amount. Impairment losses are recognized in profit or loss.

The recoverable amount of property, plant and equipment is generally determined utilizing discounted future cash flows. We

also consider such factors as our market capitalization, the quality of the individual ore body and country risk in determining the
recoverable amount. During fiscal 2012, Rnil, and during fiscal 2011, R546.6 million, was recorded as an impairment and during
fiscal 2010 a reversal of impairment of R12.5 million were recorded by applying these principles.

In fiscal 2012, we calculated the recoverable amount based on updated life-of-mine business plans, a gold price of R441,936

per kilogram in year one escalating at 5.3% per annum, and a discount rate of 14.4%. With a 10% reduction in the gold price to
R397,742 per kilogram, an impairment of R914.8 million would be raised, or at an increase in the discount rate of 8.5 percentage
points (59%) to 22.9%, the group would begin impairment of the mining assets. The increase in discount rate from 13.9% in fiscal
2011 to 14.4% in fiscal 2012, was mainly as a result of the increase in the group’s risk premium from 8.1% in fiscal 2011 to 9.6% in
fiscal 2012.

In fiscal 2011, we calculated the recoverable amount based on updated life-of-mine business plans, a gold price of R350,649

per kilogram in year one escalating at 6.1% per annum, and a discount rate of 13.9%. With a 10% reduction in the gold price to
R315,584 per kilogram, an additional impairment of R366.2 million would be raised, or at an increase in the discount rate of 3.8
percentage points (27.3%) to 17.7%, the group would start to raise an additional impairment of the mining assets. The increase in
discount rate from 13.7% in fiscal 2010 to 13.9% in fiscal 2011, was as a result of the increase in the groups average borrowing rate
from 10.0% to 10.7% as well as an increase in the beta factor from 0.63 to 0.77 indicating an increased volatility in the group’s share
price. The increase in the escalation rate from 5.8% in fiscal 2010 to 6.1% in fiscal 2011 was a result of higher inflation rates from
4.2% (CPI) up to 5.3% (CPI).

The R546.6 million impairment in fiscal 2011, related to Blyvoor which represents one cash generating unit. A discount rate

of 14.4% (2010: 13.7%), together with further risk adjustments to future cash flows were used in determining the impairment.
Management also took into consideration as part of their reasonableness assessment, a sensitivity analysis and the fact that Blyvoor
was under business rescue proceedings, with the business rescue plan not being approved as at the end of fiscal 2011. Further
considerations included the group's market capitalization, which were lower than the group's net asset value before the impairment
had been raised.

Deferred income and mining taxes

Deferred taxation is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for

financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary
differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither
accounting nor taxable profit, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it
is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognized for taxable temporary
differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to
the temporary differences, based on the expected manner of realization or settlement of the carrying amount of assets and liabilities,
and based on the laws that have been enacted or substantively enacted by the reporting date.

The amount recognized as a deferred tax asset is generally determined utilizing discounted future cash flows. We consider

all factors that could possibly affect the probability that future taxable profit will be available against which unused tax credits can be
utilized. These factors included profitability of the operations and an estimate of the gold price. The amount recognized as a deferred
tax asset is sensitive to the current gold spot price. As at June 30, 2012 we recognized a deferred tax asset of R38.3 million (June 30,
2011: R69.2 million and June 30, 2010: R140.7 million). The amount recognized at June 30, 2012 was based on a future gold price
received of R441,936 per kilogram in year one, escalating at an average of 5.3% per annum.

Reclamation and environmental costs

The provision for environmental rehabilitation (which includes restoration costs) represents the cost that will arise from

rectifying damage caused before production commenced. Accordingly an asset is recognized and included within mining properties.
Provisions for environmental rehabilitation are provided at the present value of the expenditures expected to settle the obligation,
using estimated cash flows based on current prices. The unwinding of the obligation is included in profit or loss. Estimated future
costs of environmental rehabilitation are reviewed regularly and adjusted as appropriate for new circumstances or changes in law or
technology. Changes in estimates are capitalized or reversed against the related asset but taken to profit or loss if there is no related
asset left. Gains or losses from the expected disposal of assets are not taken into account when determining the provision.

Estimated provisions for environmental rehabilitation, comprising pollution control rehabilitation and mine closure, are

based on our environmental management plans in compliance with current technological, environmental and regulatory requirements.
An average discount rate of 7.3%, average inflation rate of 5.4% and expected life of mines according to the life-of-mine plans were
utilized in the calculation of the estimated net present value of the rehabilitation liability (fiscal 2011: average discount rate of 8.5%,
average inflation rate of 6.0% and fiscal 2010: average discount rate of 9.0% and inflation rate of 5.8%). During fiscal 2012 there was
a net increase in the provision of R13.4 million which was capitalized to property, plant and equipment for Ergo, representing an
increase in its respective footprints and a reduction amounting to R19.8 million for rehabilitation costs incurred (during fiscal 2011
there was a net increase in our provision of R29.0 million representing an increase in Ergo’s footprint and a reduction amounting to
R21.4 million rehabilitation costs incurred). As a result of the disposal of Blyvoor the provision for environmental rehabilitation
decreased by R46.0 million.

Charges to profit or loss for the environmental rehabilitation of R59.2 million, R52.6 million and a credit of R88.0 million

(which includes the transfer of liabilities to the amount of R63.4 million and R4.8 million relating to the disposal of the mining rights
of Durban Roodepoort Deep and West Witwatersrand Gold Mine Proprietary Limited, respectively) were raised in fiscal 2012, 2011
and 2010, respectively. Unwinding of the provisions amounting to R7.3 million, R9.4 million and R10.8 million were recorded in
fiscal 2012, 2011 and 2010, respectively.

In South Africa, annual contributions are made to dedicated Rehabilitation Trust Funds and investments in funds held in

insurance instruments, which are to be used to fund the estimated cost of rehabilitation during and at the end of the life of the relevant
mine.

Post-retirement medical benefits

Post-retirement medical benefits in respect of qualifying employees are recognized as an expense over the expected

remaining service lives of relevant employees. We have an obligation to provide medical benefits to certain of our pensioners and
dependants of ex-employees. These liabilities are provided in full, calculated on an actuarial basis. Periodic valuation of these
obligations is carried out by independent actuaries using appropriate mortality tables, long-term estimates of increases in medical
costs and appropriate discount rates. Actuarial gains and losses are recognized immediately in profit or loss. Assumptions used to
determine the liability include a discount rate, health cost inflation rate, real discount rate, retirement age, spouse age gap,
continuation at retirement and proportion married at retirement. At June 30, 2012 a provision of R6.0 million (June 30, 2011:
R5.5 million, June 30, 2010: R12.5 million) for post-retirement medical benefits has been raised. During fiscal 2012, an expense
of R0.7 million (fiscal 2011: R4.0 million gain; fiscal 2010: R29.7 million gain) relating to these post-retirement medical benefits
went to profit or loss. The gain in fiscal 2011 was brought about by the partial settlement of the liability. The gain in fiscal 2010
was brought about by an actuarial valuation after management revised their assumptions used in this provision as a result of a
project initiated during fiscal 2010 to optimize the synergies of our surface retreatment operations and the resulting possibility of a
settlement of existing post retirement medical benefits. An independent legal opinion was obtained in this regard. While we
believe that these assumptions are appropriate, significant changes in the assumptions may materially affect post-retirement
obligations as well as future expenses, which may have an impact on earnings in the periods where the changes in the assumptions
occur.

Financial instruments

Financial instruments recognized on the statement of financial position include investments, trade and other receivables,

cash and cash equivalents, long- and short-term interest-bearing borrowings, trade and other payables, and bank overdrafts.
Financial instruments are initially recognized at fair value and include any directly attributable transaction costs, except those
financial instruments measured at fair value through profit or loss.

If the value of the financial instrument cannot be obtained from an active market, we have established fair value by using

valuation techniques. These include the use of recent arm’s length transactions, reference to other instruments that are
substantially the same, discounted cash flow analysis and option pricing models, refined to reflect the issuer’s specific
circumstances. Listed shares are measured at fair value based on the market close price at the reporting date and applying a
discount factor for liquidity constraints pertaining to the relevant listed shares. Preference shares were measured at amortized cost
based on expected future discounted cash flows. The original risk adjusted discount rate of 13% is used when estimating the future
liability and are re-measured on an annual basis. This original risk adjusted discount rate is replaced with a risk adjusted market
rate to determine a fair value on an annual basis.

Operating results

Comparison of financial performance for the fiscal year ended June 30, 2012 with fiscal year ended June 30, 2011

Revenue

The following table illustrates the year-on-year change in revenue by evaluating the contribution of each segment to the

total change on a consolidated basis for fiscal 2012 in comparison to fiscal 2011:

Impact of change in volume

R’000

Total

revenue

2011

Disposals

Internal

growth/

(decline)

Impact of

change in

price

Net change

Total

revenue

2012

Ergo

..........................................

1,379,459 -

(80,040)

464,772

384,732

1,764,191

Blyvoor

.....................................

1,185,860

(112,734)

(126,830)

293,777

54,213

1,240,073

Total Operations ......................

2,565,319

(112,734)

(206,870)

758,549

438,945

3,004,264

Ergo has been restated during fiscal 2012 to include ErgoGold , Ergo Mining Proprietary Limited, Crown and the surface retreatment operation

of ERPM.

Blyvoor has been disposed of on June 1, 2012, and has been restated during 2012 as a discontinued operation.

Revenue for fiscal 2012 increased by R438.9 million, or 17%, to R3,004.3 million, mainly due to the 36% higher average

gold price received. The average gold price increased from R311,023 per kilogram in fiscal 2011 to R415,700 per kilogram in
fiscal 2012. The increase in revenue was partially offset by a decrease in production at Ergo of 6% due to a decrease in grade
resulting from the completion of Top Star and Mennells higher grade dumps. The increase in revenue was also offset by the
suspension of Blyvoor's Number 4 and 6 shafts at the start of February 2012 and because only eleven months of Blyvoor's revenue
was included following the disposal of Blyvoor on June 1, 2012.

Operating costs

The following table illustrates the year-on-year change in operating costs by evaluating the contribution of each segment

to the total change on a consolidated basis for fiscal 2012 in comparison to fiscal 2011:

Impact of change in volume

R’000

Operating

costs

2011 Disposals

Internal

growth/

(decline)

Impact of

change in

costs Net change

Operating

costs

2012

Ergo

...........................................

972,479 -

(56,426)

225,920

169,494

1,141,973

Blyvoor

......................................

1,115,820 (95,174) (130,241) 156,509 (68,906)

1,046,914

Total ...........................................

2,088,299 (95,174) (186,667) 382,429 100,588

2,188,887

The following table lists the major components of operating costs for each of the years set forth below:

Years ended June 30,

Costs

2012

2011

Labor.............................................................................................................................................. 32%

35%

Contractor services ........................................................................................................................ 12%

12%

Consumables and other ................................................................................................................ 37%

35%

Electricity and water...................................................................................................................... 19%

18%

As gold mining in South Africa is very labor intensive, labor costs and contractor services are one of the largest

components of operating costs. Operating costs are linked directly to the level of production of a specific fiscal year. Operating
costs in fiscal 2012 increased by 5% to R2,188.9 million compared to operating costs of R2,088.3 million in fiscal 2011. This
increase was mainly as a result of above inflation increases in labor, electricity and consumable costs at both Ergo and Blyvoor.
The increase in operating costs was partially offset by the closure of Number 4 and 6 shafts at Blyvoor and the fact that only
eleven months of Blyvoor's operating costs are included due to the disposal of Blyvoor on June 1, 2012.

Rehabilitation provision and amounts contributed to environmental trust funds

As of June 30, 2012, we estimate our total rehabilitation provision, being the discounted estimate of future costs, to be

R504.3 million as compared to R490.2 million at June 30, 2011. The increase in the provision for environmental rehabilitation in
fiscal 2012 was due to changes in discount and inflation rate assumptions, changes in estimates resulting from changes to the life-of-
mines and additional environmental damage incurred which had been off-set by a R46.0 million reduction in the provision resulting
from the disposal of Blyvoor on June 1, 2012. In fiscal 2012, an expense of R59.2 million (fiscal 2011: R52.6 million) including
the unwinding of the provision of R7.3 million (fiscal 2011: R9.4 million) was recorded in profit or loss.

A total of R106.3 million was invested in our various environmental trust funds as at the end of fiscal 2012, as compared

to R134.2 million for fiscal 2011. The decrease is attributable to the disposal of Blyvoor on June 1, 2012, which reduced the trust
funds by R35.1 million. The decrease was partially offset by an R8.3 million increase for interest received on the investment of
these funds during fiscal 2012. A total of R59.3 million was invested in funds held in insurance instruments to provide financial
guarantees to the DMR through an insurance cell captive company called, Guardrisk Cell Captive. The shortfall between the
invested funds and the estimated provisions is expected to be financed by ongoing contributions to the Guardrisk Cell Captive,
over the remaining production life of the respective mining operations, the proceeds on the disposal of remaining assets and gold
from plant clean-up.

Ergo has been restated during fiscal 2012 to include Ergo Mining Proprietary Limited, ErgoGold, Crown and the surface retreatment operation

of ERPM.

Blyvoor was sold on June 1, 2012, and has been restated during 2012 as a discontinued operation.

Depreciation

Depreciation charges were R120.9 million for fiscal 2012 compared to R130.9 million for fiscal 2011. The decrease is

mainly attributable to the classification of Blyvoor as held-for-sale in accordance with IFRS 5 – Non-current Assets Held of Sale
and Discontinued Operations, on December 31, 2011, at which date depreciation ceased. This was followed by the disposal of
Blyvoor on June 1, 2012.

Retrenchment costs

Retrenchment costs increased to R43.7 million in fiscal 2012 from R0.8 million in fiscal 2011. In fiscal 2012, these costs

related to the closure of the Number 4 and 6 shafts at Blyvoor, resulting in the retrenchment of 1,542 employees.

Impairments

In fiscal 2012, an impairment amounting to R1.1 million was raised against the West Witwatersrand Gold Mines

Proprietary Limited rehabilitation trust fund, due to the disposal of the relating mining rights over the West Wits mining lease
area.

Administration expenses and general costs

The administration expenses and general costs increased in fiscal 2012 to R121.5 million from R88.1 million in fiscal

2011, an increase of R33.4 million. In fiscal 2012, administration expenses and general costs included a non-recurring cost of
approximately R9.6 million relating to the loss on the sale of property, plant and equipment. In fiscal 2011, administration
expenses and general costs included a non-recurring credit of approximately R5.7 million as a result of a decrease in the provision
for post-retirement medical benefits. Other than inflation-related increases, these were the main reasons for the year-on-year
increase.

Finance income

Finance income decreased from R52.8 million in fiscal 2011 to R33.4 million in fiscal 2012. The decrease was mainly

due to a non-recurring net gain on financial liabilities measured at amortized cost in fiscal 2011, amounting to R24.8 million.

Finance expenses

Finance expenses decreased from R22.0 million in fiscal 2011 to R17.7 million in fiscal 2012. The decrease was mainly

attributable to the unwinding of discount on financial liabilities measured at amortized cost, which decreased from R7.7 million in
fiscal 2011 to R0.7 million in fiscal 2012.

Income tax

The net tax charge of R8.0 million for fiscal 2012 comprises a current taxation charge of R12.5 million, a deferred tax

credit of R9.0 million and secondary tax on companies amounting to R4.5 million. This compares to a net tax charge of
R32.2 million for fiscal 2011, which comprises a current taxation charge of R1.2 million, a deferred tax charge of R25.9 million
and secondary tax on companies amounting to R5.1 million. The year-on-year decrease in the net tax charge was mainly due to
recognition of a R26.9 million deferred tax asset attributable to Ergo Mining Proprietary Limited for tax losses previously not
recognized.

Comparison of financial performance for the fiscal year ended June 30, 2011 with fiscal year ended June 30, 2010

Revenue

The following table illustrates the year-on-year change in revenue by evaluating the contribution of each segment to the

total change on a consolidated basis for fiscal 2011 in comparison to fiscal 2010:

Impact of change in volume

R’000

Total

revenue

2010 Acquisitions

Internal

growth

Impact of

change in

price

Net change

Total

revenue

2011

Ergo

..........................................

1,129,113 -

78,130

172,216

250,346

1,379,459

Blyvoor

.....................................

861,409

118,636

205,815

324,451

1,185,860

Total Operations ......................

1,990,522

196,766

378,031

574,797

2,565,319

Ergo has been restated during fiscal 2012 to include Ergo Mining Proprietary Limited, ErgoGold, Crown and the surface retreatment operation

of ERPM.

Blyvoor was sold on June 1, 2012, and has been restated during 2012 as a discontinued operation.

Revenue for fiscal 2011 increased by R574.8 million, or 29%, to R2,565.3 million, due to the higher gold price received

and the 10% increase in gold production. The average gold price increased from R265,332 per kilogram in fiscal 2010 to
R311,023 per kilogram in fiscal 2011.

Operating costs

The following table illustrates the year-on-year change in operating costs by evaluating the contribution of each segment

to the total change on a consolidated basis for fiscal 2011 in comparison to fiscal 2010:

Impact of change in volume

R’000

Operating

costs

2010 Acquisitions

Internal

growth

Impact of

change in

costs

Net change

Operating

costs

2011

Ergo

...........................................

873,743 -

60,459

38,277

98,736

972,479

Blyvoor

......................................

845,122 -

116,393

154,305

270,698

1,115,820

Total ...........................................

1,718,865 -

176,852

192,582

369,434

2,088,299

The following table lists the major components of operating costs for each of the years set forth below:

Years ended June 30,

Costs

2011

2010

Labor.............................................................................................................................................. 35%

34%

Contractor services ........................................................................................................................ 12%

12%

Consumables and other ................................................................................................................ 35%

38%

Electricity and water...................................................................................................................... 18%

16%

As gold mining in South Africa is very labor intensive, labor costs and contractor services are one of the largest

components of operating costs. Operating costs are linked directly to the level of production of a specific fiscal year. Operating
costs in fiscal 2011 increased by 21% to R2,088.3 million compared to operating costs of R1,718.9 million in fiscal 2010. This
increase was mainly as a result of a 7% rise in volumes, together with above inflation increases in both labor and electricity costs
which affected Blyvoor in particular.

Operating costs at Ergo increased from R873.7 million in fiscal 2010 to R972.5 million in fiscal 2011 which was mainly due

to a ramp-up in volumes at Ergo and higher labor and electricity costs. At Blyvoor operating costs increased from R845.1 million in
fiscal 2010 to R1,115.8 million in fiscal 2011, a consequence of increased volumes and above inflation increases in both labor and
electricity costs.

Rehabilitation provision and amounts contributed to environmental trust funds

As of June 30, 2011, we estimated our total rehabilitation provision, being the discounted estimate of future costs, to be

R490.2 million as compared to R420.6 million at June 30, 2010. The increase in the provision for environmental rehabilitation in
fiscal 2011 was due to changes in discount and inflation rate assumptions, changes in estimates resulting from changes to the life-of-
mines and additional environmental damage incurred. In fiscal 2011 an expense of R52.6 million (fiscal 2010: R88.0 million
benefit) including an unwinding of the discount of R9.4 million (fiscal 2010: R10.8 million) were recorded in profit or loss.

A total of R134.2 million was invested in our various environmental trust funds as at the end of fiscal 2011, as compared

to R126.1 million for fiscal 2010. The increase was attributable to interest received on the investment of these funds and
contributions of R1.2 million during fiscal 2011. The shortfall between the trust funds and the estimated provisions was expected
to be financed by ongoing financial contributions in available financial investments over the remaining production life of the
respective mining operations, the proceeds on the disposal of remaining assets and gold from plant clean-up.

Depreciation

Depreciation charges were R130.9 million for fiscal 2011 compared to R190.8 million for fiscal 2010. The decrease was

mainly attributable to the extension of Ergo's life-of-mine due to the construction of the Crown/Ergo pipeline.

Ergo has been restated during fiscal 2012 to include ErgoGold , Ergo Mining Proprietary Limited, Crown and the surface retreatment operation

of ERPM.

Blyvoor has been disposed of on June 1, 2012, and has been restated during 2012 as a discontinued operation.

Retrenchment costs

Retrenchment costs decreased to R0.8 million in fiscal 2011 from R20.1 million in fiscal 2010. In fiscal 2011, these costs

relate to the last of the retrenchments at ERPM due to the closure of its underground operation.

Impairments

In fiscal 2011, an impairment of R546.6 million was raised against Blyvoor’s property, plant and equipment due to its

distressed financial position and the uncertainties relating to the outcome of the business rescue plan. Blyvoor represented one cash
generating unit. A discount rate of 14.4% (2010: 13.7%), together with further risk adjustments to future cash flows were used in
determining the impairment. Management also took into consideration as part of their reasonableness assessment, a sensitivity
analysis and the fact that Blyvoor was under business rescue proceedings, with the business rescue plan not being approved as at the
end of fiscal 2011. Further considerations included the group's market capitalization in comparison to the group's net asset value.

In addition, an impairment amounting to R1.1 million was raised against the West Witwatersrand Gold Mines Proprietary

Limited rehabilitation trust fund, due to the disposal of the relating mining rights over the West Wits mining lease area.

Administration expenses and general costs

The administration expenses and general costs increased in fiscal 2011 to R88.1 million from R57.0 million in fiscal

2010, an increase of R31.1 million. In fiscal 2010, administration expenses and general costs included a non-recurring credit of
approximately R30.0 million as a result of a decrease in the provision for post-retirement medical benefits as part of a project
initiated during fiscal 2010 to optimize the synergies of DRDGOLD’s surface operations, and the resulting settlement of the post-
retirement medical benefit. Management had revised the assumptions used in calculating the provision. Other than inflation
related increases, this was the main reason for the year-on-year increase.

Finance income

Finance income decreased from R200.3 million in fiscal 2010 to R52.8 million in fiscal 2011. The majority of the

decrease in fiscal 2011 was due to the fact that finance income in fiscal 2010 included a non-recurring gain of R156.7 million for
foreign currency translation reserves realized on the liquidation of foreign subsidiaries, which included the Australasian
Operations.

Finance expenses

Finance expenses decreased from R24.1 million in fiscal 2010 to R22.0 million in fiscal 2011. The decrease was mainly

attributable to the capitalization of borrowing costs in fiscal 2011 relating to the Crown/Ergo pipeline, amounting to R6.4 million.

Income tax

The net tax charge of R32.2 million for fiscal 2011 comprises a current taxation charge of R1.2 million, a deferred tax

charge of R25.9 million and secondary tax on companies amounting to R5.1 million. This compares to a net tax charge of
R8.3 million for fiscal 2010, comprising a current taxation charge of R8.5 million, a deferred tax benefit of R2.0 million and
secondary tax on companies amounting to R1.8 million. The year-on-year increase in the net tax charge was mainly due to higher
profits, in particular at Ergo, which resulted in an increase in the deferred tax charge for the year.

5B. LIQUIDITY AND CAPITAL RESOURCES

Operating activities

Net cash of R621.2 million (fiscal 2011: R324.0 million and fiscal 2010: R53.6 million) was generated by operating

activities for fiscal 2012. During fiscal 2012, the net working capital movement represented an inflow of cash of R63.5 million,
compared to an outflow of R3.3 million in fiscal 2011 and an outflow of R31.5 million in fiscal 2010. Cash generated from operating
activities increased largely due to the 36% increase in the average rand gold price in fiscal 2012, which resulted in a significant rise in
the group’s revenue. The increase in fiscal 2011 of cash generated from operating activities was largely due to the 15% increase in the
rand gold price and the 10% improvement in gold production for the year.

Investing activities

Net cash utilized by investing activities amounted to R413.3 million in fiscal 2012 compared to R335.2 million in fiscal

2011 and R226.4 million in fiscal 2010.

In fiscal 2012, cash utilized by investing activities mainly consisted of R333.2 million in additions to property, plant and

equipment, R63.2 million in acquisitions of investments, and R19.8 million spent on environmental trust funds and rehabilitation
payments. In fiscal 2011, cash utilized by investing activities mainly consisted of R317.3 million in additions to property, plant and
equipment, of which R176.8 million related to the Crown/Ergo pipeline project. In addition, R22.6 million was spent on
environmental trust funds and rehabilitation payments. Cash utilized by investing activities in fiscal 2010, mainly consisted of
R194.0 million in additions to property, plant and equipment and R40.4 million for the acquisition of the remaining 50% of Ergo
Mining Proprietary Limited.

Total capital expenditure (cash)

for fiscal 2012 was R333.2 million. Capital expenditure was predominantly on the

Crown/Ergo pipeline project, Ore Reserve development, new infrastructure and new mining equipment at our operations. Significant
capital projects for fiscal 2012 included:

· Ergo spent R33.9 million on the Crown/Ergo pipeline project, R50.7 million on the extension of the Brakpan tailings
facility, R15.5 million on the refurbishment of the Ergo plant, R38.5 million on the new floatation and fine-grind project,
R49.0 million on infrastructure upgrades and equipment, R14.2 million on the tailings facilities and R16.1 million to
replace old equipment and acquire new equipment.
· Blyvoor for opening up and development amounting to R50.3 million, equipment replacement amounting to R23.3 million
and R9.3 million for other equipment and the tailings facilities.

Total capital expenditure (cash)¹ for fiscal 2011 was R317.3 million. Capital expenditure was predominantly on the

Crown/Ergo pipeline project, Ore Reserve development, new infrastructure and new mining equipment at our operations. Significant
capital projects for fiscal 2011 included:

· Ergo for construction, long-lead items relating to the Crown/Ergo pipeline project amounting to R119.7 million,
construction, commissioning and refurbishment of the second CIL circuit amounting to R29.4 million, expansion of the
tailing complex amounting to R27.7 million and for tailings deposition site maintenance R27.9 million.
· Blyvoor for opening up and development amounting to R57.2 million, equipment replacement amounting to R25.3 million
and R13.2 million for other equipment and the tailings facilities.

Total capital expenditure (cash)¹ for fiscal 2010 was R194.0 million. Capital expenditure was predominantly on Ore Reserve

development, new infrastructure and new mining equipment at our operations. Significant capital projects for fiscal 2010 included:

· Ergo for construction and commissioning of the second feeder pipeline from the Elsburg Tailings Complex to the Brakpan
plant amounting to R34.4 million and for long-lead items relating to the Crown/Ergo pipeline amounting to R29.6 million.
· Blyvoor for opening up and development amounting to R48.9 million.

We anticipate increasing our capital expenditure in fiscal 2013 by about 8% over fiscal 2012. We expect to incur

R343.5 million on capital expenditure for mining equipment, upgrading current metallurgical plants and tailings facilities as
follows:

· Ergo - R306.8 million;
· ERPM - R14.4 million; and
· Exploration in Zimbabwe - R22.2 million.

Total capital expenditure (cash) is a non - IFRS financial measure of performance that we use to determine cash generating capacities of the

mines and to monitor performance of our mining operations.

Financing activities

Net cash outflow from financing activities was R168.6 million in fiscal 2012 compared to a net cash inflow of R81.3 million

in fiscal 2011 and the net cash inflow of R7.8 million in fiscal 2010.

During fiscal 2012, the net cash outflow consisted of R96.2 million for repayments of loans and borrowings, R58.2 million

for the acquisition of treasury shares and a dividend payment of R28.9 million, which were offset by proceeds of R13.5 million on
disposal of treasury shares.

During fiscal 2011, the net cash inflow consisted of R108.0 million raised through a Domestic Medium Term Notes

Program, which had been offset by an R8.3 million repayment of borrowings and a dividend payment of R19.2 million.

During fiscal 2010, we issued 6,620,413 shares for cash consideration of R29.9 million and we issued 262,663 shares to the

share option scheme for a consideration of R1.0 million. Costs relating to these share issues were incurred, amounting to R2.0
million. A dividend of R19.0 million was paid and there was a repayment of borrowings amounting to R2.1 million.

Cash and cash equivalents

Cash and cash equivalents as at June 30, 2012 amounted to R298.5 million compared to R259.1 million in fiscal 2011 and

R188.2 million in fiscal 2010. This included $1.1 million as at 30 June 2012 compared to $2.5 million in fiscal 2011 and $1.3 million
in fiscal 2010, the remainder of the cash and cash equivalent balances were denominated in South African rand. Surplus cash is held
in low-risk, high interest bearing products with various large financial institutions.

Borrowings and funding

Borrowing and funding requirements are not seasonal and there are no legal or economic restrictions on the transfer of funds

from subsidiaries.

Our external sources of capital include the issuance of debt, bank borrowings, loan notes and the issuance of equity

securities, which include the following:

On October 1, 2010 EMO established a R500 million Domestic Medium Term Note Programme, or DMTN Programme,

under which it could from time to time issue notes. On October 1, 2010, EMO issued R108 million in notes under the DMTN
Programme and maturity dates of 12 and 24 months from the date of issue and interest set at the three month JIBAR rate plus a
margin ranging from 4% to 5% per annum. The loan notes with a 12 month maturity, amounting to R78.0 million, were repaid on
October 3, 2011. The remaining loan notes with a 24 month maturity, amounting to R30.0 million, were repaid on October 3,
2012. The EMO DMTN Programme was cancelled and has been replaced by the DRDGOLD DMTN Programme below.

On July 2, 2012, DRDGOLD established a R2.0 billion DMTN Programme under which it may from time to time issue

notes. This DMTN Programme replaces the DMTN Programme established by EMO on October 1, 2010. In July and September
2012, DRDGOLD issued R165 million in notes under the DMTN Programme and maturity dates of 12, 24 and 36 months from
the date of issue and bearing interest at the three month JIBAR rate plus a margin ranging from 4% to 5% per annum. The loan
notes with a 12 month maturity, amounting to R54.0 million, are repayable on September 15, 2013. The remaining loan notes with
a 24 and 36 month maturity, amounting to R66.0 million and R45.0 million, respectively, are repayable on July 3, 2014 and July
3, 2015, respectively.

Anticipated funding requirements and sources

At June 30, 2012, we had cash and cash equivalents of R298.5 million, and positive working capital (defined as current

assets less current liabilities) of R209.7 million, compared to cash and cash equivalents of R259.1 million and positive working
capital of R100.0 million at June 30, 2011 and cash and cash equivalents of R188.2 million and positive working capital of
R132.9 million at June 30, 2010. At September 30, 2012, our cash and cash equivalents were R409.9 million.

Our management believes that existing cash resources, net cash generated from operations and the availability of

negotiated funding facilities will be sufficient to meet our anticipated commitments for fiscal 2013 as described above.

Our estimated working capital, capital expenditure and other funding commitments, as well as our sources of liquidity,

would be adversely affected if:

· our operations fail to generate forecasted net cash flows from operations;
· there is an adverse variation in the price of gold or foreign currency exchange rates in relation to the US dollar,
particularly with respect to the rand; or
· our operating results or financial condition are adversely affected by the uncertainties and variables facing our business
discussed under Item 5A.: “Operating Results” or the risk factors described in Item 3D.: “Risk Factors.”

In such circumstances, we could have insufficient capital to meet our current obligations in the normal course of

business, which would have an adverse impact on our financial position and our ability to continue operating as a going concern.
We would need to reassess our operations, consider further restructuring and/or obtain additional debt or equity funding. There
can be no assurance that we will obtain this additional or any other funding on acceptable terms or at all.

5C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

We are not involved in any research and development and have no registered patents or licenses.

5D. TREND INFORMATION

During the first quarter of fiscal 2013, we produced 35,815 ounces at average cash costs of R305,265 per kilogram from our

operations. Gold production from our operations for the second quarter of fiscal 2013 is expected to be in line with the first quarter
results. Cash costs for the second quarter of fiscal 2013 are expected to be slightly lower due to winter tariffs for electricity applying
for two months of the first quarter of fiscal 2013.

For the full year fiscal 2013, we are expecting gold production from our operations of approximately 145,500 ounces at cash

costs of approximately R301,578 per kilogram, based on an exchange rate assumption of approximately $1.00/R8.23. Our ability to
meet the full year’s production target could be impacted by, amongst other factors, lower grades, achieving the targets set at Ergo and
timely completion of the flotation and fine-grind project. We are also subject to cost pressures due to above inflation increases in
labor costs, electricity and water prices; increases in crude oil, steel, unforeseen changes in ore grades and recoveries; unexpected
changes in the quality or quantity of reserves; technical production issues; environmental and industrial accidents; gold theft;
environmental factors; and pollution, which could adversely impact the cash costs for fiscal 2013.

5E. OFF-BALANCE SHEET ARRANGEMENTS

The Company does not engage in off-balance sheet financing activities, and does not have any off-balance sheet debt

obligations, unconsolidated special purposes entities or unconsolidated affiliates.

5F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

Estimated and actual payments due by period

Total

Less than

1 year

Between

1-3 years

Between

3-5 years

More than 5

years

R’000 R’000 R’000 R’000 R’000

Loan notes (including interest)................................................

30,802

- -

Purchase obligations – contracted capital expenditure

.....

93,015

- -

Environmental rehabilitation, reclamation and closure
costs

......................................................................................

504,327

42,057

- 153,789

308,481

Operating leases.......................................................................

4,386

1,733

2,536 117

Total contractual cash obligations ......................................

632,530

167,607

2,536 153,906

308,481

5G. SAFE HARBOR

See “Special Note regarding Forward-Looking Statements.”

Represents planned capital expenditure for which contractual obligations exist.

Operations of gold mining companies are subject to extensive environmental regulations in the various jurisdictions in which they operate. These

regulations establish certain conditions on the conduct of our operations. Pursuant to environmental regulations, we are also obliged to close our
operations and reclaim and rehabilitate the lands upon which we have conducted our mining and gold recovery operations. The estimated closure
costs at existing operating mines and mines in various stages of closure are reflected in this table. For more information on environmental
rehabilitation obligations, see Item 4D.: “Property, Plant and Equipment” and Note 19 “Provision for environmental rehabilitation, reclamation and
closure costs” under Item 18.: “Financial Statements”.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

6A. DIRECTORS AND SENIOR MANAGEMENT

Directors and Executive Officers

Our board of directors may consist of not less than four and not more than twenty directors. As of June 30, 2012 and as of

June 30, 2011, our board consisted of six directors.

In accordance with JSE listing requirements and our Memorandum of Incorporation, or MOI, one third of the directors

comprising the board of directors, on a rotating basis, are subject to re-election at each annual general shareholders’ meeting.
Additionally, all directors are subject to election at the first annual general meeting following their appointment. Retiring directors
normally make themselves available for re-election.

The address of each of our Executive Directors and Non-Executive Directors is the address of our principal executive

offices.

Executive Directors

Daniël Johannes Pretorius (45) Chief Executive Officer. Mr. D.J. Pretorius was appointed as Chief Executive Officer

Designate on August 21, 2008. On January 1, 2009 he succeeded Mr. John William Cornelius Sayers as Chief Executive Officer. Mr.
Pretorius holds a B Proc, LLB degree and was appointed Group Legal counsel for the Company in September 2004. He has 19 years
of experience in the mining industry. He was appointed as Chief Executive Officer of Ergo Mining Operations in July 2006.

Craig Clinton Barnes (42) Chief Financial Officer. Mr. C.C. Barnes joined the Company in August 2004 as Group Financial

Accountant. A Chartered Accountant, he has a B Com degree from the University of the Witwatersrand, or Wits University, and a B
Com Honors degree from the University of South Africa, or Unisa. Prior to joining the Company, he was head of financial reporting
for Liberty Group Limited and he has over 18 years financial experience. He was appointed as Chief Financial Officer of Ergo
Mining Operations in July 2006 and as Chief Financial Officer of DRDGOLD in May 2008.

Non-Executive Directors

Geoffrey Charles Campbell (51). Mr. G.C. Campbell was appointed as Non-Executive Director in 2002, as a Senior

Independent Non-Executive Director in December 2003 and as Non-Executive Chairman in October 2005. A qualified geologist, he
has worked on gold mines in Wales and Canada. He then spent 15 years first as a stockbroker and afterwards as a fund manager,
during which time he managed the Merrill Lynch Investment Manager’s Gold and General Fund, one of the largest gold mining
investment funds. He was also Research Director for Merrill Lynch Investment Managers. Mr. G.C. Campbell is also a director of
Oxford Abstracts.

Robert Peter Hume (72). Mr. R.P. Hume was appointed as a Non-Executive Director in 2001. He has 42 years experience in

the field of auditing, including 18 years as a partner in the East London (South Africa) office of KPMG. Since retiring from KPMG in
1999, he has been an Investment Manager at Nvest Securities Proprietary Limited (formerly Sasfin Frankel Pollak) in East London.

James Turk (65). Mr. J. Turk was appointed a Non-Executive Director in October 2004. He is the founder and a director of

GoldMoney Network Limited, formerly G.M. Network Limited (also known as GoldMoney.com), the operator of a digital gold
currency payment system. Since graduating from George Washington University with a BA degree in International Economics in
1969, he has specialized in international banking, finance and investments. After starting his career with Chase Manhattan Bank (now
J.P. Morgan Chase) he joined RTB Inc., a private investment and trading company of a prominent precious metals trader in 1980. He
moved to the United Arab Emirates in 1983 as Manager of the Commodity Department of the Abu Dhabi Investment Authority.
Since resigning from this position in 1987, he has written frequently on money and banking.

Edmund Jeneker (50) . Mr. E.A. Jeneker (SAIPA, FIAC, Cert.Dir(IoD)) was appointed a Non-Executive Director on

November 1, 2007. He trained as an accountant and has over 21 years’ experience in finance, taxation, business strategy and
general management at Grant Thornton, SwissReSA, World Bank Competitiveness Fund and Deloitte. He is active in community
development and serves as a member of the Provincial Development Commission of the Western Cape Provincial Government.
He currently holds the position of Managing Director – Absa AllPay Consolidated Investment Holdings at Absa Group Limited.

Senior Management

Wilhelm Jacobus Schoeman (38) Executive Officer Business Development. Mr. W.J. Schoeman (Dip Analytical Chemistry,

BTech Analytical Chemistry) joined DRDGOLD on October 1, 2011 to focus on expanding the group’s surface retreatment business
and extracting maximum value from existing resources. He also has a chief executive role at Watermark Global Plc and Western
Utilities (which recently listed on the JSE AltX as Mine Restoration Investments).

David Johannes Botes (55) Group Risk Manager. Mr. D.J. Botes (Dip Comm, HDip Tax) joined DRDGOLD on

September 7, 1988 as Group Financial Manager. He was appointed Group Risk Manager on February 1, 2003. He has 29 years of
financial management experience.

Jacob Hendrik Dissel (54) Group Financial Manager. Mr. J.H. Dissel (B Comm Hons) joined DRDGOLD as Group

Financial Manager in October 1999. He has 29 years experience in the mining industry

Themba John Gwebu (48) Executive Officer: Legal, Compliance and Company Secretary. Mr. T.J. Gwebu (B Iuris, LLB,

LLM) is a qualified attorney who worked as a magistrate prior to joining the Company in April 2004 as Assistant Legal Advisor. He
was appointed to the position of Company Secretary in April 2005 and Executive Officer: Legal, Compliance and Company
Secretary on January 1, 2007.

Henry Gouws (43) Managing Director: Ergo. Mr. H. Gouws graduated from Technicon Witwatersrand and obtained a

National Higher Diploma in Extraction Metallurgy in 1991. He completed a MDP in 2003 through Unisa School of Business
Leadership. He was appointed Operations Manager of Crown in January 2006 and General Manager in July 2006. He was appointed
to this current position with effect from October 1, 2011. He has 25 years experience in the mining industry.

Kevin Peter Kruger (44) Managing Director: Chizim Gold. Mr. K.P. Kruger holds a BSc degree in mechanical engineering

from Wits University and joined the Company in 1994. Previously the Engineering Manager at the Company’s North West
Operations, he was appointed to his current position with effect from October 1, 2011.

Charles Methley Symons (58) Chief Operating Officer. Mr. C.M. Symons joined the mining industry in February 1977 and

transferred to Crown in January 1986 where he was appointed General Manager in 1995. He holds a Masters degree in Business
Leadership and a B Comm degree from Unisa, and he also has a National Diploma in Extractive Metallurgy. He was appointed
Executive Officer: Surface Operations on January 1, 2008, Executive Officer: Operations on May 11, 2010 and Chief Operating
Officer with effect from October 1, 2011.

Martin Bruce Ebell (54) Manager Metallurgical Technical Services. Mr. M.B. Ebell joined the Company in 2008 as

Manager Metallurgical Technical Services. He was previously employed by Bateman Minerals and Metals, Alex Steward Assayers,
Dowding Reynard and Associates, Millsell/Henry Gould and Rand Mines, and has 31 years of experience in the field of extractive
metallurgy in various managerial, consulting and project engineering positions. He is registered professional engineer and a member
of SAIMM and MMMA and holds a MEng (MEM) USA, BSc (Eng) Minerals Processing, B Comm degrees and a MDP certificate.

Barry Gordon de Blocq (50) General Manager Corporate Services. Mr. de Blocq joined DRDGOLD in September 1998

from AngloGold, where he was Divisional Industrial Relations Manager. He holds a B Soc Sc, degree and was promoted to his
current position on January 1, 2010. He has 25 years experience in the mining industry.

There are no family relationships between any of our executive officers or directors. There are no arrangements or

understandings between any of our directors or executive officers and any other person by which any of our directors or executive
officers has been so elected or appointed.

6B. COMPENSATION

Our MOI provide that the directors' fees should be determined from time to time in a general meeting or by a quorum of

Non-Executive Directors. The total amount of directors' remuneration paid and or accrued for the year ended June 30, 2012 was
R16.6 million. Non-Executive Directors receive the following fees:

· Base fee as Non-Executive Chairman of R1,212,892 per annum;

· Base fee as Non-Executive Directors of R539,063 per annum;

· Annual fee for Audit Committee Chairman of R53,908;

· Annual fee for Audit Committee member of R26,954;

· Annual fee for Nominations Committee Chairman of R20,216;

· Annual fee for Nominations Committee member of R10,108;

· Annual fee for the chairman of Remuneration Committee, Risk Committee, and Social and Ethics Committee of R40,430;

· Annual fee for members of Remuneration Committee, Risk Committee and Social and Ethics Committee of R20,216 each;

· Half-day fee for participating by telephone in special board meetings;

· Daily fee of R20,216 and hourly rate of R2,695; and

· The Chairman of the board to receive committee fees.

Non-executive directors’ fees are adjusted annually on the basis of the consumer price index.

The following table sets forth the compensation for our directors and prescribed officers for the year ended June 30, 2012:

Directors

Basic

salary/board

fees

(R'000)

Retirement fund

contributions/

bonus/restraint

trade/expenses

(R'000)

Total

(R'000)

Share

option

scheme

gains

(R'000)

Executive
D.J. Pretorius....................................................

4,470

3,666

8,136

C.C. Barnes ......................................................

3,113

2,078

5,191

Subtotal ...........................................................

7,583

5,744

13,327 -

Non-Executive
G.C. Campbell..................................................

1,317

R. Hume ...........................................................

691

J. Turk...............................................................

616

E.A. Jeneker

686

Subtotal ...........................................................

3,310

Prescribed officers

C.M. Symons....................................................

2,043

1,492

3,535

T.J. Gwebu…………………………………….
W.J. Schoeman………………………………...

1,870
1,989

994
960

2,864
2,949

298

Subtotal ...........................................................

5,902

3,446

9,348 298

Total .................................................................

16,795

9,190

25,985 298

See also Item 6E.: “Share Ownership” for details of share options held by directors.

Compensation of senior management

Our senior management comprises of executive directors, prescribed officers and executive officers. Under the JSE

Listing Rules we are not required to, and we do not otherwise, disclose compensation paid to individual senior managers other
than executive directors, non-executive directors and prescribed officers. However, the aggregate compensation paid to senior
management, excluding compensation paid to Executive Directors, in fiscal 2012 was R22.4 million (fiscal 2011: R22.1 million),
representing nine executive officers in fiscal 2012 and eleven executive officers in fiscal 2011.

Bonuses or incentives are paid based upon performance against predetermined key performance indicators. Should an

Executive Director meet all the targets set in terms of such predetermined key performance indicators, he will be entitled to a bonus
of up to 50%, 75% or 100% of his remuneration package, depending on his particular agreement. Should an Executive Director not
meet all the targets set in terms of the predetermined key performance indicators, he will be entitled to a lesser bonus as determined
by the Remuneration Committee in its discretion.

Service Agreements

Service contracts negotiated with each executive and non-executive director incorporate their terms and conditions of

employment and are approved by our Remuneration Committee.

The Company’s executive directors, Mr. D.J. Pretorius and Mr. C.C. Barnes, entered into agreements of employment

with us, on January 1, 2009 and May 5, 2008, respectively. Mr. C.C. Barnes’ service contract has been renewed for another three
years, effective from May 5, 2011, by our Remuneration Committee at a meeting held in August 2011. Mr. D.J. Pretorius’s
service contract has been renewed for another three years, effective January 1, 2012, by our Remuneration Committee at a
meeting held in February 2012. These agreements regulate the employment relationship with Messrs. D.J. Pretorius and
C.C. Barnes.

The Companies Act, 2008 (Act 71 of 2008), under section 30, requires the remuneration of prescribed officers, as defined in regulation 38 of

Company Regulations 2008, to be disclosed with that of directors of the Company. A person is a prescribed officer if they have general
executive authority over the company, general responsibility for the financial management or management of legal affairs, general managerial
authority over the operations of the company or directly or indirectly exercise or significantly influence the exercise of control over the general
management and administration of the whole or a significant portion of the business and activities of the company.

Mr. D.J. Pretorius receives from us a remuneration package of R4.5 million per annum. Mr. D.J. Pretorius is eligible

under his employment agreement, for an incentive bonus of up to 100% of his annual remuneration package in respect of one
bonus cycle per annum over the duration of his appointment, on condition that he achieves certain key performance indicators. In
addition, Mr. D.J. Pretorius’ employment agreement requires DRDGOLD to issue to Mr. D.J. Pretorius 100,000 ordinary
DRDGOLD shares as a conversion bonus. DRDGOLD issued 50,000 of these shares on the signing of the agreement, while the
remaining tranche of the conversion of mining rights bonus of 50,000 shares will become due on the date that the conversion of
mining rights of DRDGOLD’s South African operations is completed.

Mr. C.C. Barnes receives from us a remuneration package of R3.1 million per annum. Mr. C.C. Barnes is eligible under

his employment agreement, for an incentive bonus of up to 75% of his annual remuneration package in respect of one bonus cycle
per annum over the duration of his appointment, on condition that he achieves certain key performance indicators. As a further
consideration for agreeing to remain in the employment of the company as set out in the agreement, the company issues
Mr. C.C. Barnes with, up to 50% of his annual remuneration package, share options in DRDGOLD Limited, calculated in
accordance with DRDGOLD’s share option scheme rules and principals, on an annual basis.

Each service agreement with our directors provides for the provision of benefits to the director where the agreement is

terminated by us in the case of our executive officers, except where terminated as a result of certain action on the part of the director,
or upon the director reaching a certain age, or by the director upon the occurrence of a change of control of us. A termination of a
director's employment upon the occurrence of a change of control of us is referred to as an “eligible termination.” Upon an eligible
termination, the director is entitled to receive a payment equal to at least one year's salary or fees, but not more than three years salary
for Executive Directors or two years fees for Non-Executive Directors, depending on the period of time that the director has been
employed.

Messrs. R.P. Hume, J. Turk and E.A. Jeneker each have service agreements which run for fixed periods until

September 30, 2012, October 31, 2012, and October 31, 2013 respectively. After expiration of the initial two year periods, the
agreements continue indefinitely until terminated by either party on not less than three months prior written notice. Mr. G.C.
Campbell has a service agreement which continues indefinitely until terminated by either party on not less than three months prior
written notice.

The company does not administer any pension, retirement or any other similar scheme in which the directors receives a

benefit.

6C. BOARD PRACTICES

Board of Directors

As at September 30, 2012, the board of directors comprises two Executive Directors (Mr. D.J. Pretorius and

Mr. C.C. Barnes), and four Non-Executive Directors (Messrs. G.C. Campbell, R.P. Hume, J. Turk and E.A. Jeneker). The Non-
Executive Directors are independent under the NYSE requirements (as affirmatively determined by the Board of Directors) and
the South African King III Report.

In accordance with the King III Report on corporate governance, as encompassed in the JSE Listings Requirements, and

in accordance with the United Kingdom Combined Code, the responsibilities of Chairman and Chief Executive Officer are
separate. Mr. G.C. Campbell is the Non-Executive Chairman, Mr. D.J. Pretorius is the Chief Executive Officer and Mr. C.C.
Barnes is the Chief Financial Officer. The board has established a nominations committee, and it is our policy for details of a
prospective candidate to be distributed to all directors for formal consideration at a full meeting of the board. A prospective
candidate would be invited to attend a meeting and be interviewed before any decision is taken. In compliance with the NYSE
rules a majority of independent directors will select or recommend director nominees.

The board’s main roles are to create value for shareholders, to provide leadership of the Company, to approve the

Company’s strategic objectives and to ensure that the necessary financial and other resources are made available to management
to enable them to meet those objectives. The board retains full and effective control over the Company, meeting on a quarterly
basis with additional ad hoc meetings being arranged when necessary, to review strategy and planning and operational and
financial performance. The board further authorizes acquisitions and disposals, major capital expenditure, stakeholder
communication and other material matters reserved for its consideration and decision under its terms of reference. The board also
approves the annual budgets for the various operational units.

The board is responsible for monitoring the activities of executive management within the Company and ensuring that

decisions on material matters are referred to the board. The board approves all the terms of reference for the various
subcommittees of the board, including special committees tasked to deal with specific issues. Only the executive directors are
involved with the day-to-day management of the Company.

To assist new directors, an induction program has been established by the Company, which includes background

materials, meetings with senior management, presentations by the Company’s advisors and site visits. The directors are assessed
annually, both individually and as a board, as part of an evaluation process, which is driven by an independent consultant. In
addition, the Remuneration and Nominations Committees formally evaluates the executive directors on an annual basis, based on
objective criteria.

All directors, in accordance with the Company’s MOI, are subject to retirement by rotation and re-election by

shareholders. In addition, all directors are subject to election by shareholders at the first annual general meeting following their
appointment by directors. The appointment of new directors is approved by the board as a whole. The names of the directors
submitted for re-election are accompanied by sufficient biographical details in the notice of the forthcoming annual general
meeting to enable shareholders to make an informed decision in respect of their re-election.

All directors have access to the advice and services of the Company Secretary, who is responsible to the board for

ensuring compliance with procedures and regulations of a statutory nature. Directors are entitled to seek independent professional
advice concerning the affairs of the Company at the Company’s expense, should they believe that course of action would be in the
best interest of the Company.

Two of the Non-Executive Directors (Messrs. G.C. Campbell and R.P. Hume) have share options under the Company’s

share option scheme, but we do not believe that this interferes with their independence. No new share options have been issued to
Non-Executive Directors since June 2005. See Item 6A.: “Directors and Senior Management” and Item 6E.: “Share ownership”.

Board meetings are held quarterly in South Africa and abroad. The structure and timing of the Company’s board

meetings, which are scheduled over two or three days, allows adequate time for the Non-Executive Directors to interact without
the presence of the Executive Directors. The board meetings include the meeting of the Risk Committee, Audit Committee,
Remuneration Committee, Nominations Committee and Social and Ethics Committee which act as subcommittees to the board.
Each subcommittee is chaired by one of the Independent Non-Executive Directors, except for the Risk Committee which is
chaired by the Chief Executive Officer, who provide a formal report back to the board. Each subcommittee meets for
approximately half a day. Certain senior members of staff are invited to attend the subcommittee meetings.

The board sets the standards and values of the Company and much of this has been embodied in the Company’s Code of

Ethics and Conduct, a copy of which is available on our website at www.drdgold.com. The Code of Ethics and Conduct applies to
all directors, officers and employees, including the principal executive, financial and accounting officers, in accordance with
Section 406 of the US Sarbanes-Oxley Act of 2002, the related US securities laws and the NYSE rules. The Code contains
provisions under which employees can report violations of Company policy or any applicable law, rule or regulation, including
US securities laws.

Directors' Terms of Service

The following table shows the date of appointment, expiration of term and number of years of service with us of each of the

directors as at June 30, 2012:

Director Title Year first

appointed

Term of

current

office

Unexpired

term of

current office

G.C. Campbell

Non-Executive Director

2002

2 years

16 months

D.J. Pretorius

Chief Executive Officer

2008

3 years

30 months

C.C. Barnes

Chief Financial Officer

2008

3 years

22 months

R.P. Hume

Non-Executive Director

2001

2 years

3 months

E.A. Jeneker

Non-Executive Director

2007

2 years

16 months

J. Turk

Non-Executive Director

2004

2 years

4 months

¹Mr. D.J. Pretorius’s service contract has been renewed for another three years, effective January 1, 2012, in the Remuneration Committee meeting held in

February 2012.

Mr. C.C. Barnes’ service contract has been renewed for another three years, effective from May 5, 2011 in the Remuneration Committee meeting held in August 2011.

Executive Committee

As at September 30, 2012, the Executive Committee consisted of Mr. D.J. Pretorius (Chairman), Mr. C.C. Barnes, Mr. C.M.

Symons, Mr W.J. Schoeman and Mr. T.J. Gwebu.

The Executive Committee meets on a weekly basis to review current operations, develop strategy and policy proposals for

consideration by the board of directors. Members of the Executive Committee, who are unable to attend the meetings in person, are
able to participate via teleconference facilities, to allow participation in the discussion and conclusions reached.

Board Committees

The board has established a number of standing committees to enable it to properly discharge its duties and

responsibilities and to effectively fulfill its decision-making process. Each committee acts within written terms of reference which
have been approved by the board and under which specific functions of the board are delegated. The terms of reference for all
committees can be obtained by application to the Company Secretary at the Company’s registered office. Each committee has
defined purposes, membership requirements, duties and reporting procedures. Minutes of the meetings of these committees are
circulated to the members of the committees and made available to the board. Remuneration of Non-Executive Directors for their
services on the committees concerned is determined by the board. The committees are subject to regular evaluation by the board
with respect to their performance and effectiveness.

The following information reflects the composition and activities of these committees.

Committees of the Board of Directors

Remuneration Committee

As at June 30, 2012, the Remuneration Committee consisted of Mr. E.A. Jeneker (Chairman), Mr. G.C. Campbell,

Mr. R.P. Hume and Mr. J. Turk.

The Remuneration Committee, which is comprised of Non-Executive Directors, has been appointed by the board of

directors. The committee meets quarterly, but may meet more often on an ad hoc basis if required. The Remuneration Committee
is governed by its terms of reference and is responsible for approving the remuneration policies of the Company, the terms and
conditions of employment, and the eligibility and performance measures of the DRDGOLD (1996) Share Option Scheme
applicable to executive directors and senior management.

The committee’s objective is to evaluate and recommend to the board competitive packages which will attract and retain

executives of the highest caliber and encourage and reward superior performance. The committee also aims to ensure that criteria
are in place to measure individual performance. The committee approves the performance-based bonuses of the executive
directors based on such criteria. The Executive Officer: Human Resources provides the committee with access to comparative
industry surveys, which assist in formulating remuneration policies. As and when required the committee may also engage the
services of independent consultants to evaluate and review remuneration policies and related issues and brief members on
pertinent issues. The committee has in the past year engaged the services of such consultants to review the employment contracts
of the executive directors.

The remuneration policy, relating to the remuneration of directors and senior executives, is based on a reward system

comprising four principal elements:

· Basic remuneration, as benchmarked against industry norms;
· Bonuses or incentives, which are measured against agreed outcomes or Key Performance Indicators, or KPIs;
· Short-term rewards for exceptional performance; and
· Long-term retention of key employees based on scarcity of skill and strategic value, using share options granted under
the DRDGOLD (1996) Share Option Scheme.

A copy of the policy is available by application to the Company Secretary at the Company’s registered office.

Nominations Committee

The board resolved to separate the Nominations Committee from the Remunerations Committee. The Nominations

Committee is chaired by the Chairman of the board, Mr. G.C. Campbell. The terms of reference were approved in August 2008.
Its duties include:

· making recommendations to the board on the appointment of new Executive and Non-Executive directors, including
making recommendations on the composition of the board generally and the balance between Executive and Non-
Executive directors appointed to the board;
· regular reviewing of the board structure, size and composition and making recommendations to the board with regard to
any adjustments that are deemed necessary;
· identifying and nominating candidates for the approval of the board to fill board vacancies as and when they arise as well
as putting in place plans for succession, in particular for the Chairman and Chief Executive Officer; and
· making recommendations on directors who are retiring by rotation to be put forward for re-election.

As at September 30, 2012, the members of the Nominations Committee consisted of Mr. G.C. Campbell (Chairman) and

Mr. R.P. Hume.

Audit and Risk Committees

On February 11, 2005, the Audit and Risk Committees started conducting joint meetings in respect of the quarterly

meetings. The members meet and the business of each committee is handled in joint deliberations taking place on the issues
raised. The Audit Committee is chaired by Mr. R.P. Hume and the Risk Committee by Mr. D.J. Pretorius. The reason for the joint
sittings is that there is a great deal of overlap between the financial risks discussed at Audit Committee level and at Risk
Committee level. The joint sittings of the Committees bring about better disclosure and ensure that the Company conforms more
closely to the process prescribed by the US Sarbanes-Oxley Act of 2002.

Audit Committee

As at June 30, 2012, the Audit Committee consisted of Mr. R.P. Hume (Chairman), Mr. J. Turk and Mr. E.A. Jeneker.

The Audit Committee is comprised solely of Non-Executive Directors, all of whom are independent. See Item 16G.:

“Corporate Governance”. The primary responsibilities of the Audit Committee, as set out in the Audit Committee charter, is to
assist the board in carrying out its duties relating to accounting policies, internal financial control, financial reporting practices and
the preparation of accurate financial reporting and financial statements in compliance with all applicable legal requirements and
accounting standards. A copy of the charter is available by application to the Company Secretary at the Company’s registered
office.

The Audit Committee meets quarterly with the external auditors, the Company’s internal audit practitioner, the Chief

Financial Officer and the Internal Audit and Compliance Manager to review the audit plans of the internal auditors, to ascertain
the extent to which the scope of the internal audits can be relied upon to detect weaknesses in the internal controls and to review
the annual and interim financial statements prior to approval by the board. The Audit Committee reviews our annual results, the
effectiveness of our system of internal financial controls, internal audit procedures and legal and regulatory compliance. The
committee also reviews the scope of work carried out by our internal auditors and holds regular discussions with the external
auditors and internal auditors.

The committee appoints, re-appoints and removes the external auditors and approves the remuneration and terms of

engagement of the external auditors. The committee is required to pre-approve, and has pre-approved, non-audit services provided
by our external auditors. The Company’s external audit function is currently being undertaken by KPMG Inc.

The Company’s internal and external auditors have unrestricted access to the chairman of the Audit Committee and,

where necessary, to the Chairman of the board and Chief Executive Officer. All important findings arising from audit procedures
are brought to the attention of the committee and, if necessary, to the board.

Risk Committee

As at June 30, 2012, the Risk Committee consisted of Mr. D.J. Pretorius (Chairman), Mr. J. Turk, Mr. G.C. Campbell,

Mr. E.A. Jeneker, Mr. R.P. Hume and Mr. C.C. Barnes.

The Risk Committee was established in January 2004 and currently comprises four Non-Executive Directors and two

Executive Directors. Its overall objective is to assist the board in its duties relating to risk management and control
responsibilities, assurance issues, health, safety and environmental compliance, and the monitoring and reporting of all these
matters. The Risk Committee facilitates communication between the board, the Audit Committee, internal auditors and other
parties engaged in risk management activities. The terms of reference of the Risk Committee can be obtained by application to the
Company Secretary at the Company’s registered office.

The Risk Committee’s role is to ensure that:

· an effective risk management program is implemented and maintained;
· risk management awareness is promoted amongst all employees;
· risk programs (financing/insurance) adequately protect the Company against catastrophic risks;
· regular risk assessments are conducted;
· total cost of risk in the long term is reduced;
· the protection of the Group's assets is promoted throughout the Group;
· the health and safety and well being of all stakeholders is improved; and
· the Company’s activities are carried out in such a way so as to ensure the safety and health of employees.

The Risk Committee meets quarterly and reports to the board. Additional ad hoc meetings may be arranged as and when

required. Certain members of executive management are occasionally invited to attend Risk Committee meetings, such as the
Internal Audit and Compliance Manager, the Group Risk Manager, the Group Financial Manager, the Operational Managers and
the Group Legal Counsel.

The system to manage risk involves all significant business and operational risks which could undermine the

achievement of business objectives and undermine the preservation of shareholder value. The significant risks facing the Group
including those at operations have been identified and have been included in Item 3D.: “Risk factors.” Individuals have been
appointed to address each risk and the results thereof are reviewed by senior management through regular risk meetings. The aim
of the internal control systems is for management to provide reasonable assurance that the objectives will be met. In addition to
the above initiatives the Group also employs third party consultants to benchmark our operations against other mining operations
throughout South Africa and worldwide.

An important aspect of risk management is the transfer of risk to third parties to protect the Company from any major

disaster. We have embarked on a program to ensure that our major assets and potential business interruption and liability claims
are covered by group insurance policies that encompass our operations. The majority of the cover is through reputable insurance
companies in London and continental Europe and the insurance programs are renewed on an annual basis. A cell captive has been
established to enable further reduction in annual insurance premiums.

Social and Ethics Committee

The board, taking into account that all the group’s operations are now based in South Africa and in order to achieve the

triple bottom line espoused in the King III Report and in order to reach the empowerment goal to which it is committed,
establishing a committee, the focus of which will be transformation and sustainable development. The terms of reference were
approved by the board at the August 2008 meeting. The board resolved to convert the Transformation and Sustainable
Development Committee into the Social and Ethics Committee which the Company is required to set up in terms of the
Companies Act, 2008. The objectives of this committee are:

· promoting transformation within the company and the economic empowerment of previously disadvantaged
communities, particularly within areas where the company conducts business;
· striving towards achieving the goal of equality as the South African constitution and other legislation require within the
context of the demographics of the country at all levels of the company and its subsidiaries; and
· conducting business in a manner which is conducive to internationally acceptable environmental and sustainability
standards.

As at September 30, 2012, the Social and Ethics Committee consisted of Mr. E.A. Jeneker (Chairman), Mr. D.J. Pretorius

and Mr. C.C. Barnes.

6D. EMPLOYEES

Employees

The geographic breakdown of our employees (including contractors who are contracted employees employed by third

parties), was as follows at the end of each of the past three fiscal years:

Year ended June

2012

2011

2010

South Africa............................................................................................................................................. 2,222

6,875

6,409

The total number of employees at June 30, 2012, of 2,222 comprises 1,430 contractors and 792 employees who are directly

employed by us and our subsidiary companies. As of September 30, 2012, we had 2,288 employees (including 1,380 contract
employees). The decrease in the number of employees in fiscal 2012 is mainly due to the disposal of Blyvoor on June 1, 2012.

As of June 30, 2012, the breakdown of our employees by main categories of activity for the periods below was as follows:

Year ended June 30,

Category of Activity 2012 2011

2010

Mining - Our Employees........................................................................................................................

30 2,719

2,368

Mining - Contractors .............................................................................................................................

1,430 1,715

1,749

Engineering.............................................................................................................................................

311 1,164

1,113

Metallurgy .............................................................................................................................................

318 687

672

Mineral Resources..................................................................................................................................

10 92

Administration........................................................................................................................................

70 134

126

Environmental ........................................................................................................................................

9 71

Human Resources...................................................................................................................................

15 245

183

Medical ..................................................................................................................................................

18 18

Safety .....................................................................................................................................................

11 30

Total........................................................................................................................................................

2,222 6,875

6,409

Labor Relations

As at June 30, 2012, we employed and contracted 2,222 people in South Africa. Approximately 71% of our South African

employees are members of trade unions or employee associations. South Africa's labor relations environment remains a platform for
social reform. The National Union of Mineworkers, or NUM, the main South African mining industry union, is influential in the
tripartite alliance between the ruling African National Congress, the Congress of South African Trade Unions, or COSATU, and the
South African Communist Party as it is the biggest affiliate of COSATU. The relationship between management and labor unions
remains cordial. The DRDGOLD/NUM coordinating forum meets regularly to discuss matters pertinent to both parties at a
DRDGOLD SA level, while operations level forums continue to deal with local matters.

On August 26, 2009, the Company advised unions of its intention to right-size the Blyvoor operations and that Blyvoor

would proceed with a 60-day facilitated consultation process in terms of Section 189A of the Labour Relations Act to determine
the future of affected employees. A combined management/unions task team was appointed to investigate possible cost-reduction
measures at the mine.

In September 2009, the NUM rejected the company’s offer of a 7% increase for lowest-category employees at Blyvoor

and 6.5% for the balance, a 6.0% across-the-board increase at Crown and a 4% across-the-board increase at ERPM. The NUM
also rejected the gold price/profit linked incentive scheme. The NUM was granted strike certificates in respect of the three
operations and strike action started with the night shift on Tuesday, September 15, 2009.

On October 7, 2009, the Company and NUM reached agreement on a wage settlement at Crown. The agreement was

implemented for a twenty-one month period, with effect from October 1, 2009. In terms of the settlement, employees of all unions
and associations received an 8% increase for year one and will receive a minimum increase of 8% in year two. The strike by the
NUM was called off and employees returned to work on October 8, 2009. On October 9, 2009, the Company and NUM reached
agreement on a wage settlement at Blyvoor. The agreement was implemented for a period of two years, with effect from July 1,
2009. In terms of the settlement, employees of all unions and associations received an 8% increase for year one and will receive a
minimum increase of 8% in year two. The strike by the NUM was called off and employees returned to work on October 11,
2009.

On November 9, 2009, the Company announced its intention to apply to the High Court of South Africa for a judicial

management order over the Blyvoor operation after the restructuring process in terms of Section 189A of the Labour Relations
Act failed to deliver the expected turnaround and the mine faced a four-week wage strike by the National Union of Mineworkers
which resulted in decreased production. The result of the process saw 278 employees retrenched.

On September 27, 2011, the Business Rescue Practitioner overseeing business rescue proceedings at Blyvoor gave notice

of Blyvoor’s intention to enter a 60-day consensus-seeking process in terms of Section 189A of the Labour Relations Act with
NUM, and United Association of South Africa, or UASA to consider reducing employee numbers by approximately 500
employees. The reason for the need to consider the reduction was that Blyvoor – under business rescue proceedings in terms of
Chapter 6 of the Companies Act since June 2011 – had been unable to meet production and financial targets, a situation
exacerbated by higher utility costs. In October 2011, the Section 189A process was terminated and Blyvoor signed a three-year
wage settlement agreement with the NUM and UASA. In terms of the settlement, employees in Categories 4 and 5 miners would
receive a 7% increase and employees in Categories 6 - 8, miners, artisans and Officials would receive a 6% increase in each year,
with the third year being the greater of these percentages or CPI as at 1 July 2013. In addition, employees would participate in a
gold price/profit linked profit share bonus scheme, in terms of which their overall increases could rise to a total of 15%.

On November 7, 2011, Crown, ERPM and Ergo signed a two year wage settlement agreement with NUM and UASA. In

terms of the settlement, employees in categories 4-8 would receive a 8.5% increase and employees in categories 9-15 would
receive a 7.5% increase in both years, making the average increase equal to 8%.

On February 6, 2012, Blyvoor suspended all further mining at Blyvoor’s low-grade Number 4 and 6 Shafts. Blyvoor’s

management gave notice in terms of Section 189 (3) of the Labour Relations Act to NUM and UASA of a 60-day process to seek
consensus on the possible cutbacks. These measures followed a decline since April 2011 in recovery grades to below cut-off at the
two shafts. Both shafts failed to respond to turnaround efforts since the introduction of business rescue proceedings in the second
half of 2011. A total of 1,542 employees were retrenched.

The Company is placing a greater emphasis on its Corporate Social Responsibility by becoming increasingly involved in

appropriate projects that give effect to the ideals of the Mining Charter and good corporate governance. We recognize the need for
transformation and have put structures in place to address this at both management and board level.

By statute we are required to pay each employee who is dismissed for reasons based on the operational requirements of

our operations, a severance package of not less than one week’s remuneration for every completed year of service. In specific
agreements with organized labor we undertook, as in the past, to pay packages equal to two weeks basic pay for every completed
year of service as part of a balancing compromise with the labor unions between the high additional costs of non-financial items
and incentive payments (which are deemed part of remuneration), and an additional one week benefit based on basic pay. These
employees were provided with counseling services and the opportunity to undergo skills training to be able to find employment
outside the mining industry.

AIDS represents a very serious threat to us and the gold mining industry as a whole in terms of the potential reduced

productivity and increased medical costs. The exact extent of infection in our workforce is not known at present, although it is
roughly estimated by the industry that the prevalence of HIV, the virus that causes AIDS, in the South African industry is
currently approximately 30% to 35%. We have several AIDS awareness campaigns in place at our operations.

Safety statistics

Due to the importance of our labor force, we continuously strive to create a safe and healthy working environment. The

following are our 2012 overall safety statistics for our operations:

(Per million man hours)

Year ended June 30,

2012

2011

Lost time injury frequency rate (LTIFR)

...........................................................................................

15.09 16.36

Reportable incidence

.........................................................................................................................

4.48 5.14

Fatalities

.............................................................................................................................................

0.05 0.04

Number of fatalities (average per month).............................................................................................

0.08 0.08

Calculated as follows: actual number of instances divided by the total number of man hours worked multiplied by one million.

6E. SHARE OWNERSHIP

As of September 30, 2012, options to purchase ordinary shares held by directors were as follows:

Directors

Options

June 30,

2011

Options

granted

during

the

period

Average

Purchase

price of

option

granted

(R)

Average

Exercise

price (R)

Options

exercised

during

the

year

Average

Exercise

Price (R)

Options

lapsed

during

the

year

Options at

September

30,

2012

Expiration

Dates

Non-Executive

G.C. Campbell...........

57,994 -

19.35

57,994

3/20/2012-

6/17/2015

R.P. Hume .................

77,907 -

16.92

77,907

10/1/2011-

6/17/2015

Executive

C.C. Barnes................ 1,168,104 285,563

4.84

- 1,453,667

11/1/2014-

10/20/2018

D.J. Pretorius ............. 1,283,486 -

6.19

1,283,486

4/22/2013-

10/20/2018

Prescribed Officers

C.M. Symons............. 1,068,825 340,200

5.44

- (100,957)

5.60

(25,092) 1,282,976

30/4/2012-

20/10/2018

T.J. Gwebu................. 823,522 267,000

5.01

- (132,364)

5.80

- 958,158

26/4/2014-

20/10/2018

W.J Schoeman ...........

- 396,700

5.12

- 396,700

2/11/2016

Each option is representative of a right to acquire one ordinary share at a predetermined exercise price.

Closed periods apply to share trading by directors and other employees, whenever certain employees of the Company

become or could potentially become aware of material price sensitive information, such as information relating to an acquisition,
quarterly results etc., which is not in the public domain. When these employees have access to this information an embargo is
placed on share trading for those individuals concerned. The embargo need not involve the entire Company in the case of an
acquisition and may only apply to the board of directors, executive committee, and the financial and new business teams, but in
the case of quarterly results the embargo is group-wide.

Under the listings requirements of the JSE, we are not required to disclose, and we do not otherwise disclose or ascertain,

share ownership of individual officers in our share capital. However, to the best of our knowledge, we believe that our ordinary
shares held by executive officers, in aggregate, do not exceed one percent of the Company’s issued ordinary share capital. For details
of share ownership of directors and prescribed officers see Item 7A.: “Major Shareholders.”

Certain Directors hold options which expire at various times. For those directors, a range is provided indicating the earliest and latest expiration

dates.

DRDGOLD (1996) Share Option Scheme, or the Scheme

We operate a securities option plan as an incentive tool for our Executive Directors and senior employees whose skills and

experience are recognized as being essential to the Company’s performance. Two of our Non-Executive Directors (Messrs.
G.C. Campbell and R.P. Hume) have share options under the Scheme; however, no new share options have been issued to Non-
Executive Directors since December 2004. In compliance with JSE Listing Requirements, DRDGOLD has amended the terms of the
share option scheme, with the amendment being approved at the annual general meeting on November 26, 2010. According to the
JSE Listing Requirements, options awarded to an individual employee are subject to a cumulative upper limit of 2.0 million options,
which is lower than the previous 2% of the Company’s issued share capital. In addition, a maximum of 40.0 million options are
available for utilization under the share option scheme, which is lower than the previous 15% of the issued ordinary shares. As at
September 30, 2012, the number of issued and exercisable share options was approximately 5.1% of the issued ordinary share
capital, representing 19.6 million of the available 40.0 million share options. After taking into account share options which have
been exercised, only 15.0 million of the 40.0 million are available to be granted to participants of the share scheme as at
September 30, 2012. In addition, the participants in the Scheme are fully taxed based on individual tax directives obtained from
the South African Revenue Service on any gains realized on the exercise of share options.

The price at which an option may be granted will be, in respect of each share which is the subject of the option, the volume

weighted average price of a share on the JSE for the seven days on which the JSE is open for trading, preceding the day on which the
employee is granted the option. The allocation date will be the date when the directors approve allocation of share options. Each
option remains in force for five years after the date of grant (ten years if issued prior to 2009), subject to the terms of the option plan.
Options granted under a plan vest primarily according to the following schedule over a maximum of a three year period:

Percentage vested in each period

Period after the original date of the option grant

25% 6 months

25% 1 year

25% 2 years

25% 3 years

Any options not exercised within five years (issued prior to 2009: ten years) from the original date of the option grant will

expire and may not thereafter be exercised. The previous bi-annual allocation of options was changed in April 2006 to an annual
allocation.

Options to purchase a total of 19,624,585 ordinary shares were outstanding on June 30, 2012, of which options to purchase

ordinary shares were currently exercisable. In fiscal 2012, a total of 62 employees participated in the Scheme, including Executive
Directors and other senior employees. The outstanding options are exercisable at purchase prices that range from R3.50 to R29.10 per
share and expire five years (issued prior to 2009: ten years) from the date of issue to the participants.

In August 2012, the board of directors decided to replace the Scheme with a cash-settled phantom share scheme. The new

phantom share scheme will be considered by the board of directors in October 2012.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

7A. MAJOR SHAREHOLDERS

As of September 30, 2012, our issued capital consisted of:

· 385,383,767 ordinary shares of no par value; and
· 5,000,000 cumulative preference shares.

To our knowledge, we are not directly or indirectly owned or controlled by another corporation or any person or foreign

government and there are no arrangements, the operation of which may at a subsequent date result in a change in control of us.

Based on information available to us, as of September 30, 2012:

· there were 7,003 record holders of our ordinary shares in South Africa, who held approximately 127,760,045 or
approximately 33.2% of our ordinary shares;
· there was one record holder of our cumulative preference shares in South Africa, who held 5,000,000 or 100% of our
cumulative preference shares;
· there were no US record holders of our ordinary shares, excluding those shares which are held as part of our ADR program;
and
· there were 712 record holders of our ADRs in the United States, who held approximately 181,135,790 (18,113,579 ADRs)
or approximately 47.0% of our ordinary shares.

The following table sets forth information regarding the beneficial ownership of our ordinary shares as of September 30,

2012 by:

· each of our directors and prescribed officers; and
· any person whom the directors are aware of as at September 30, 2012 who is interested directly or indirectly in 5% or more
of our ordinary shares. There was significant change in the percentage ownership of the major shareholders over the
preceding three years.

Shares Beneficially

Owned

Holder

Number

Percent

D.J. Pretorius....................................................................................................................................................

C.C. Barnes ...................................................................................................................................................... None

None

J. Turk...............................................................................................................................................................

G.C. Campbell..................................................................................................................................................

R.P. Hume ........................................................................................................................................................

E.A. Jeneker ..................................................................................................................................................... None

None

W.J. Schoeman................................................................................................................................................. None

None

C.M. Symons.................................................................................................................................................... None

None

T.J. Gwebu ....................................................................................................................................................... None

None

Soges Fiducem SA (Brussels) ......................................................................................................................... 19,539,923

5.1%

Investec............................................................................................................................................................. 34,824,347

9.0%

Bank of New York ADRs................................................................................................................................
101 Barclay Street
New York, NY 10011

174,789,263

45.4%

* Indicates share ownership of less than 1% of our outstanding ordinary shares.

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 September 30, 2012, are treated as outstanding for computing the percentage of any other person. As of
September 30, 2012, we are not aware of anyone owning 5% or more of our ordinary shares other than the Bank of New York which
holds 45.4% of our issued ordinary shares through our ADR program, Soges Fiducem SA which holds 5.1% and Investec which
holds 9.0%. 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
owner is: DRDGOLD Limited, 50 Constantia Boulevard, Constantia Kloof Ext. 28, Roodepoort, 1709, South Africa.

Cumulative Preference Shares

Randgold and Exploration Company Limited, or Randgold, owns 5,000,000 (100%) of our cumulative preference shares.

Randgold's address is 23 Southerland Avenue, Craighall Park, Johannesburg, South Africa.

The holders of cumulative preference shares do not have voting rights unless any preference dividend is in arrears for more

than six months. The terms of issue of the cumulative preference shares are that they carry the right, in priority to the Company's
ordinary shares, to receive a dividend equal to 3% of the gross future revenue generated by the exploitation or the disposal of the
Argonaut mineral rights acquired from Randgold in September 1997. They will only obtain their potential voting rights once the
Argonaut Project becomes an operational gold mine, and dividends accrue to them. The prospecting rights have since expired and the
Argonaut Project terminated. Additionally, holders of cumulative preference shares may vote on resolutions which adversely affect
their interests and on the disposal of all, or substantially all, of our assets or mineral rights. There is currently no active trading market
for our cumulative preference shares. No shareholder has voting rights which differ from the voting rights of any other shareholder.
The Department of Mineral Resources (DMR) granted DRDGOLD a prospecting right over an area which was going to be too
small to mine. When an application for a greater area was lodged, the DMR stated that the additional area is in an urban location
and an application for a prospecting right cannot be granted. We are in the process, together with this shareholder, of cancelling
these preference shares.

7B. RELATED PARTY TRANSACTIONS

Rand Refinery Proprietary Limited (RRL) agreement

On October 12, 2001, we entered into an agreement with RRL for the refining and sale of all of our gold produced in South

Africa. Under the agreement, RRL performs the final refining of our gold and casts it into troy ounce bars. RRL then usually sells the
gold on the same day as delivery, for the London afternoon close price on the day the gold is sold. In exchange for this service, we
pay RRL a variable refining fee plus fixed marketing, loan and administration fees. We received no dividend during fiscal 2012
however, we received R6.0 million in fiscal 2011. Mr. T.J. Gwebu, Executive Officer: Legal, Compliance and Company Secretary of
DRDGOLD is a director of RRL and a member of their Remuneration Committee and chairman of their Social and Ethics
Committee. Mr. M. Burrell, Financial Director of Ergo, is an alternate director of RRL and a member of their Audit Committee. The
Company currently owns 4% (Fiscal 2011: 4%) of RRL (which is jointly owned by South African mining companies), however the
Company believes it has the right to a further 6.22% in RRL. The Company brought a summons against RRL and Simmers and Jack
Mines Limited and is waiting for a plea document from RRL and Simmers and Jack Mines Limited, where after the Company will
apply for a court date.

Guardrisk Insurance Cell Captive (Guardrisk)

Insurance premiums were paid to Guardrisk amounting to R41.8 million and R21.0 million by ERPM and Ergo, respectively

(2011: R2.9 million by Crown). As at June 30, 2012 financial guarantees amounting to R66.3 million have been issued to the DMR
by Guardrisk.

Management service agreements

We provide management services for EMO, Blyvoor (until June 1, 2012 when Blyvoor was sold), Crown and ERPM under

management service agreements entered into with each of them. These services include financial management, treasury services, gold
administration, technical and engineering services, mineral resource services and other management related services. We own a 74%
interest in EMO and Blyvoor (until June 1, 2012 when Blyvoor was sold). Crown and ERPM are wholly-owned subsidiaries of
EMO. These arrangements allow us to monitor and provide input on the management of these companies in which we have an
investment.

The management services at Blyvoor (until September 30, 2010, which is the date the group restructured and the group's

interest in Blyvoor was transferred from EMO to DRDGOLD), Crown and ERPM are provided by EMO. EMO’s management fee
for services performed in fiscal 2012 at Blyvoor was Rnil (2011: R4.1 million), Crown R16.6 million (2011: R16.5 million) and
ERPM R16.6 million (2011: R16.5 million). Management fees recovered from EMO were R21.6 million (2011: R23.3 million) and
from Blyvoor (until June 1, 2012 when Blyvoor was sold) R15.2 million (2011: R12.3 million from October 1, 2010).

EMO received interest from Blyvoor (up until September 30, 2010, which is the date the group restructured and the groups

interest in Blyvoor was transferred from EMO to DRDGOLD), Crown and ERPM. EMO’s interest received in fiscal 2012 from
Blyvoor was Rnil (2011: R1.2 million), Crown R1.9 million (2011: R0.8 million) and ERPM R29.5 million (2011: R30.6 million).
Interest recovered from EMO was R26.6 million (2011: R26.8 million) and from Blyvoor (until June 1, 2012 when Blyvoor was
sold) R2.6 million (2011: R3.2 million from October 1, 2010).

Consultancy agreement

On June 23, 2008, EMO approved a consultancy agreement with Khumo Gold SPV Proprietary Limited, or Khumo Gold,

which owns 20% of EMO and Blyvoor, to provide guidance and participate in the Company’s transformation initiatives. The
agreement provides for a monthly retainer of R200,000

During the year ended June 30, 2012, no consultancy fees were paid to Mr. P Judge who is a shareholder of Khumo Gold

(2011: R0.5 million).

Treasury shares

During the year ended June 30, 2012, EMO acquired 9,852,800 (2011: nil) ordinary shares (held as treasury shares for

consolidation purposes) in DRDGOLD. 3,584,627 (2011: nil) of these treasury shares were used to settle share options exercised
by key management personnel. As at June 30, 2012, EMO held 6,268,173 (2011: nil) treasury shares.

Subordination agreements and letters of support to subsidiaries

In October 2012, DRDGOLD Limited entered into a subordination agreements with EMO and Crown, subordinating loans

made to EMO and Crown amounting to R846.2 million and R71.6 million, respectively, for the benefit of EMO’s and Crown’s third
party creditors. Consecutively, DRDGOLD Limited issued letters of support to EMO and Crown committing to support EMO and
Crown financially for 367 days from July 1, 2012, or until all other liabilities are paid, or the total assets of EMO and Crown, fairly
valued, exceeds their total liabilities, fairly valued, and that they will not call for the repayment of their loans within that period.

7C. INTERESTS OF EXPERTS AND COUNSEL

Not applicable.

ITEM 8. FINANCIAL INFORMATION

8A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

1. Please refer to Item 18.: "Financial Statements."

2. Please refer to Item 18.: "Financial Statements."

3. Please refer to Item 18.: "Financial Statements."

4. The last year of audited financial statements is not older than 15 months.

5. Not applicable.

6. Not applicable.

7. See under Item 4D.: "Property, plant and equipment—Legal Proceedings."

8. Please see Item 10B.: "Memorandum and Articles of Association."

8B. SIGNIFICANT CHANGES

For a discussion of significant changes that have occurred since June 30, 2012, the date of the last audited financial

statements included in this Annual report, please see Note 31 “Subsequent Events” under Item 18.: "Financial Statements," which
describes post balance sheet (statement of financial position) events.

ITEM 9. THE OFFER AND LISTING

9A.

OFFER AND LISTING DETAILS

The following tables set forth, for the periods indicated, the high and low market sales prices and average daily trading

volumes of our ordinary shares on the JSE and ADSs on the New York Stock Exchange and Nasdaq Capital Market. On December
29, 2011, we transferred our listing from the Nasdaq Capital Market to the New York Stock Exchange.

Price Per

Ordinary Share

Price Per

ADS

Average Daily

Trading

Volume

Year Ended

High

Low

High

Low

Ordinary

Share

ADSs

June 30, 2008.........................................................................................

10.25

3.50

13.52

4.73

1,200,052

260,761

June 30, 2009.........................................................................................

9.55

2.86

10.59

2.85

932,905

186.575

June 30, 2010.........................................................................................

6.98

3.20

9.00

4.07

691.256

209,087

June 30, 2011.........................................................................................

4.00

2.80

6.23

3.92

558,675

113,932

June 30, 2012.........................................................................................

6.28

2.97

8.16

4.21

1,090,043

97,107

Price Per

Ordinary Share

Price Per

ADS

Average Daily

Trading

Volume

Quarter

High

Low

High

Low

Ordinary

Share

ADSs

Q1 July – September 2010 ....................................................................

3.79

2.80

5.35

3.92

662,904

84,599

Q2 October – December 2010...............................................................

3.82

3.04

5.65

4.60

505,415

102,819

Q3 January – March 2011 .....................................................................

3.55

2.88

5.30

4.40

374,581

104,749

Q4 April – June 2011.............................................................................

4.00

2.98

6.23

4.26

699,962

164,055

Q1 July – September 2011 ....................................................................

4.89

2.97

5.79

4.21

912,881

135,675

Q2 October – December 2011...............................................................

5.95

3.66

7.27

4.93

1,211,099

111,431

Q3 January – March 2012 .....................................................................

6.28

4.46

8.16

5.28

1,618,230

93,431

Q4 April – June 2012.............................................................................

5.84

4.70

7.43

5.60

610,278

47,116

Q1 July – September 2012 ....................................................................

5.49

4.49

6.71

5.35

380,536

37,224

Price Per

Ordinary Share

Price Per

ADS

Average Daily

Trading Volume

Month Ended

High

Low

High

Low

Ordinary

Share

ADSs

April 30, 2012 ........................................................................................

5.70

5.00

7.43

6.24

638,037

42,905

May 31, 2012 .........................................................................................

5.59

4.70

7.05

5.60

621,690

53,801

June 30, 2012 .........................................................................................

5.84

5.30

6.96

6.17

574,531

44,124

July 31, 2012..........................................................................................

5.47

4.60

6.71

5.40

248,353

26,422

August 31, 2012.....................................................................................

5.47

4.49

6.52

5.35

441,288

33,807

September 30, 2012 ...............................................................................

5.49

4.60

6.70

5.60

463,247

53,119

The cumulative preference shares are not traded on any exchange.

There have been no significant trading suspensions with respect to our ordinary shares on the JSE during the past three years

ended June 30, 2012, nor have there been any significant trading suspensions with respect to our ADRs on the Nasdaq Capital Market
from June 30, 2009 until December 29, 2011 and the New York Stock Exchange since our listing on that market.

Note that with effect from July 23, 2007, we changed our ADS ratio to reflect one ADS for ten of our ordinary shares.

9B. PLAN OF DISTRIBUTION

Not applicable.

9C. MARKETS

Nature of Trading Markets

The principal trading market for our equity securities is the JSE (symbol: DRD) and our ADSs that trade on the New York

Stock Exchange (symbol: DRD). Our ordinary shares also trade on the Marche Libre on the Paris Bourse (symbol: DUR) and
Brussels Bourse (symbol: DUR) in the form of International Depository Receipts. The ordinary shares also trade on the over the
counter markets in Berlin, Stuttgart and the Regulated Unofficial Market on the Frankfurt Stock Exchange. The ADRs are issued by
The Bank of New York, as depositary. Each ADR represents one ADS. Until July 23, 2007, each ADS represented one of our
ordinary shares. Prior to December 29, 2011, our ADSs traded on the Nasdaq National Market.

9D. SELLING SHAREHOLDERS

Not applicable.

9E. DILUTION

Not applicable.

9F. EXPENSES OF THE ISSUE

Not applicable.

ITEM 10. ADDITIONAL INFORMATION

10A. SHARE CAPITAL

Not applicable.

10B. MEMORANDUM AND ARTICLES OF ASSOCIATION

Description of Our Memorandum and Articles of Association and Ordinary Shares

As of June 30, 2012, we had authorized for issuance 600,000,000 (as of September 30, 2012: 600,000,000) ordinary shares,

no par value, and 5,000,000 (as of September 30, 2012: 5,000,000) cumulative preference shares, R0.10 par value. On that date, we
had issued 385,383,767 (as of September 30, 2012: 385,383,767) ordinary shares and 5,000,000 (as of September 30, 2012:
5,000,000) cumulative preference shares.

Set out below are brief summaries of certain provisions of our Memorandum of Incorporation

, or our MOI, the South

African Companies Act, 2008 (as amended), or the Companies Act, and the JSE Listings Requirements, all as in effect on September
30, 2012. The summary does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of
the MOI, the Companies Act, and the JSE Listings Requirements.

We are registered under the Companies Act of South Africa under registration number 1895/000926/06. As set forth in our

Memorandum of Incorporation, our purpose is to explore and exploit mineral rights and establish and own mining enterprises.

Borrowing Powers

Our directors may, at their discretion, raise or borrow or secure the payment of any sum or sums of money for our use as

they see fit. For so long as we are a listed company, the directors shall so restrict our borrowings and exercise all voting and other
rights or powers of control exercisable by us in relation to our subsidiary companies so that the aggregate principal amount
outstanding in respect of us and any of our subsidiary companies, as the case may be, exclusive of inter-company borrowings, shall
not, except with the consent of our shareholders at a general meeting, exceed R30.0 million or the aggregate from time to time of our
issued and paid up capital, together with the aggregate of the amounts standing to the credit of all distributable and non-distributable
reserves, any of our share premium accounts and our subsidiaries' share premium accounts certified by our auditors and which form
part of our and our subsidiaries' financial statements, whichever is higher, refer to note 21 of our financial statements documented in
Item 18.

Share Ownership Requirements

Our directors are not required to hold any shares to qualify or be appointed as a director.

Voting by Directors

A director may authorize any other director to vote for him at any meeting at which neither he nor his alternate director

appointed by him is present. Any director so authorized shall, in addition to his own vote, have a vote for each director by whom he is
authorized.

The quorum necessary for the transaction of the business of the directors may be fixed by the directors and unless so fixed

shall be not less than two.

Directors are required to notify our board of directors of interests in companies and contracts. If a director's interest is under

discussion, depending on the nature of the interest, he shall not be allowed to vote and shall not be counted, for the purpose of any
resolution regarding his interest, in the quorum present at the meeting.

The King Report on Corporate Governance for South Africa (King III Report) which came into effect on March 1, 2010,

sets out guidelines to promote the highest standards of corporate governance among South African companies. The board of directors
believes that our business should be conducted according to the highest legal and ethical standards. In accordance with the board
practice, all remuneration of directors is approved by the Remuneration Committee.

DRDGOLD commits itself to observing the provision of the King III Report and enforcing these to the extent possible

within the context of the report’s ‘apply or explain’ principle.

The Companies Act, 2008 (Act 71 of 2008) came into operation on May 1, 2011. However, the current Memorandum and Articles of

Association are now called the Memorandum of Incorporation and will remain in place until amended by the company. Companies have been
given a period of two years within which to amend their Memorandum of Incorporation. DRDGOLD has a project in place to determine the
impact of the revised regulation and implement the necessary amendments, if any.

Under South African common law, directors are required to comply with certain fiduciary duties to the company and to

exercise proper care and skill in discharging their responsibilities.

Age Restrictions

There is no age limit for directors.

Election of Directors

Directors may be appointed at a general meeting from time to time. The directors may appoint any eligible person as a

director but he shall only hold office until the next annual general meeting when the relevant director shall be eligible for election.
One third of our directors, on a rotating basis, are subject to re-election at each annual general shareholder’s meeting. Retiring
directors usually make themselves available for re-election.

General Meetings

On the request of 100 shareholders or shareholders holding not less than one-twentieth of our share capital which carries the

right of voting at general meetings, we shall within 14 days of the lodging of a request by such shareholders issue a notice to
shareholders convening a general meeting for a date not less than 21 days and not more than 35 days from the date of the notice.
Directors may convene general meetings at any time.

Our annual general meeting and a meeting of our shareholders for the purpose of passing a special resolution may be called

by giving 21 days advance written notice of that meeting. For any other general meeting of our shareholders, 14 days advance written
notice is required.

Our MOI provides that if at a meeting convened upon request by our shareholders a quorum is not present within one half

hour after the time selected for the meeting, such meeting shall be dissolved. The necessary quorum is three members present in
person or represented by proxy.

Voting Rights

The holders of our ordinary shares are generally entitled to vote at general meetings and on a show of hands have one vote

per person and on a poll have one for every share held. The holders of our cumulative preference shares are not entitled to vote at a
general meeting unless any preference dividend is in arrears for more than six months at the date on which the notice convening the
general meeting is posted to the shareholders. Additionally, holders of cumulative preference shares may vote on resolutions which
adversely affect their interests and on resolutions regarding the disposal of all or substantially all of our assets or mineral rights. When
entitled to vote, holders of our cumulative preference shares are entitled to one vote per person on a show of hands and that portion of
the total votes which the aggregate amount of the nominal value of the shares held by the relevant shareholder bears to the aggregate
amount of the nominal value of all shares issued by us.

Dividends

We may, in a general meeting, or our directors may, from time to time, declare a dividend to be paid to the shareholders in

proportion to the number of shares they each hold. No dividend shall be declared except out of our profits. Dividends may be
declared either free or subject to the deduction of income tax or duty in respect of which we may be charged. Holders of ordinary
shares are entitled to receive dividends as and when declared by the directors.

Ownership Limitations

There are no limitations imposed by our MOI or South African law on the rights of shareholders to hold or vote on our

ordinary shares or securities convertible into our ordinary shares.

Winding-up

If we are wound-up, then the assets remaining after payment of all of our debts and liabilities, including the costs of

liquidation, shall be applied to repay to the shareholders the amount paid up on our issued capital and thereafter the balance shall be
distributed to the shareholders in proportion to their respective shareholdings. On a winding up, our cumulative preference shares
rank, in regard to all arrears of preference dividends, prior to the holders of ordinary shares. As of September 30, 2012, no such
dividends have been declared. Except for the preference dividend and as described in this Item our cumulative preference shares are
not entitled to any other participation in the distribution of our surplus assets on winding-up.

Reduction of Capital

We may, by special resolution, reduce the share capital authorized by our MOI, or reduce our issued share capital including,

without limitation, any stated capital, capital redemption reserve fund and share premium account by making distributions and buying
back our shares.

Amendment of the MOI

Our MOI may be altered by the passing of a special resolution or in compliance with a court order. The Board may also

amend the MOI by increasing or decreasing the number of authorized shares, classifying or reclassifying shares, or determining the
terms of shares in a class. A special resolution is passed when the shareholders holding at least 25% of the total votes of all the
members entitled to vote are present or represented by proxy at a meeting and, if the resolution was passed on a show of hands, at
least 75% of those shareholders voted in favor of the resolution and, if a poll was demanded, at least 75% of the total votes to which
those shareholders are entitled were cast in favor of the resolution.

Consent of the Holders of Cumulative Preference Shares

The rights and conditions attaching to the cumulative preference shares may not be cancelled, varied or added, nor may we

issue shares ranking, regarding rights to dividends or on winding up, in priority to or equal with our cumulative preference shares, or
dispose of all or part of the Argonaut mineral rights without the consent in writing of the registered holders of our cumulative
preference shares or the prior sanction of a resolution passed at a separate class meeting of the holders of our cumulative preference
shares.

Distributions

Under an amendment to the MOI on October 21, 2002, we are authorized to make payments in cash or in specie to our

shareholders in accordance with the provisions of the Companies Act and other consents required by law from time to time. We may,
for example, in a general meeting, upon recommendation of our directors, resolve that any surplus funds representing capital profits
arising from the sale of any capital assets and not required for the payment of any fixed preferential dividend, be distributed among
our ordinary shareholders. However, no such profit shall be distributed unless we have sufficient other assets to satisfy our liabilities
and to cover our paid up share capital.

Directors’ power to vote compensation to themselves

The remuneration of non-executive directors may not exceed in aggregate in any financial year the amount fixed by the

Company in general meeting. The Companies Act requires that remuneration to non-executive directors may be paid only in
accordance with a special resolution approved by shareholders within the previous two years.

Time limit for dividend entitlement

All unclaimed dividends may be invested or otherwise made use of by the directors for the benefit of the company until

claimed. Directors may declare that a dividend not claimed for 12 (twelve) years should be forfeited to the company.

Staggered director elections & cumulative voting

At each annual general meeting of the Company one-third of the directors shall retire and be eligible for re-election. No

provision is made for cumulative voting.

Sinking fund provisions and liability to further capital calls

There are no sinking fund provisions in the MOI attaching to any class of the company shares, and the company does not

subject shareholders to liability to further capital calls.

Provision that would delay/prevent change of control

The Companies Act provides that companies which propose to merge or amalgamate must enter into a written agreement

setting out the terms thereof. They must prove that upon implementation of the amalgamation or merger each will satisfy the
solvency and liquidity test. Companies involved in disposals, amalgamations or mergers, or schemes of arrangement must obtain a
compliance certificate from the Takeover Regulation Panel, pass special resolutions and in some instances they must obtain an
independent expert report.

10C. MATERIAL CONTRACTS

ZAR2,000,000,000 Domestic Medium Term and High Yield Note Programme (“DMTN Programme”) agreement entered into
between DRDGOLD Limited (“Issuer”), Crown Gold Recoveries Proprietary Limited (“Crown”), East Rand Proprietary Mines
Limited (“ERPM”), Ergo Mining Operations Proprietary Limited (“EMO”), Ergo Mining Proprietary Limited (“Ergo”) and
ABSA Bank Limited (“ABSA”) dated June 30, 2012.

Under this agreement the Issuer may from time to time issue loan notes to certain investors. The maximum aggregate

nominal amount of all such notes from time to time outstanding under the DMTN Programme may not exceed R2,000,000,000
(two billion South African Rand). Crown, ERPM, EMO and Ergo (“Guarantors”) are joint and several guarantors in favour of the
Issuer. The Guarantors guarantee to the holders of the notes the due and punctual performance by the Issuer of its payment
obligations under the DMTN Programme. The notes may be listed on the JSE Limited. ABSA Capital, a division of ABSA Bank
Limited, has been appointed dealer and arranger of the notes.

Sale of Shares and Claims Agreement entered into by Village Main Reef Limited (“Village”), DRDGOLD Limited
(“DRDGOLD”) (“Seller”), Business Venture Investments No 1557 Proprietary Limited (“Purchaser”) and Blyvooruitzicht
Gold Mining Company Limited (“Blyvoor”) dated February 11, 2012.

Under this agreement the Seller agreed to sell its entire shareholding in Blyvoor and its working capital and shareholder

loan claims against Blyvoor to the Purchaser. The purchase consideration is discharged by Village through the issue of 85,714,286
new ordinary shares in Village. Refer to Item 4A. ‘History and Development of the Company: Disposal of Blyvoor’ for a further
discussion of this matter.

Sale of Interest Agreement between DRDGOLD Limited (“DRDGOLD”) and Ergo Mining Proprietary Limited (“Ergo”) dated
June 29, 2012.

Under this agreement DRDGOLD sells and Ergo purchases DRDGOLD’s 35% participation interest in the assets and

liabilities of the unincorporated joint venture, called the Elsburg JV, between DRDGOLD and East Rand Proprietary Mines
Limited. The purchase price payable is R200,000,000 (two hundred million South African rand). The purchase price was
advanced by DRDGOLD to Ergo on loan account.

10D. EXCHANGE CONTROLS

The following is a summary of the material South African exchange control measures, which has been derived from

publicly available documents. The following summary is not a comprehensive description of all the exchange control regulations.
The discussion in this section is based on the current law and positions of the South African Government. Changes in the law may
alter the exchange control provisions that apply, possibly on a retroactive basis.

Introduction

Dealings in foreign currency, the export of capital and revenue, payments by residents to non-residents and various other

exchange control matters in South Africa are regulated by the South African exchange control regulations, or the Regulations. The
Regulations form part of the general monetary policy of South Africa. The Regulations are issued under Section 9 of the Currency
and Exchanges Act, 1933 (as amended). In terms of the Regulations, the control over South African capital and revenue reserves, as
well as the accruals and spending thereof, is vested in the Treasury (Ministry of Finance), or the Treasury.

The Treasury has delegated the administration of exchange controls to the Exchange Control Department of the South

African Reserve Bank, or SARB, which is responsible for the day to day administration and functioning of exchange controls. SARB
has a wide discretion. Certain banks authorized by the Treasury to co-administer certain of the exchange controls, are authorized by
the Treasury to deal in foreign exchange. Such dealings in foreign exchange by authorized dealers are undertaken in accordance with
the provisions and requirements of the exchange control rulings, or Rulings, and contain certain administrative measures, as well as
conditions and limits applicable to transactions in foreign exchange, which may be undertaken by authorized dealers. Non-residents
have been granted general approval, in terms of the Rulings, to deal in South African assets, to invest and disinvest in South Africa.

The Regulations provide for restrictions on exporting capital from the Common Monetary Area consisting of South Africa,

Namibia, and the Kingdoms of Lesotho and Swaziland. Transactions between residents of the Common Monetary Area are not
subject to these exchange control regulations.

There are many inherent disadvantages to exchange controls, including distortion of the price mechanism, problems

encountered in the application of monetary policy, detrimental effects on inward foreign investment and administrative costs
associated therewith. The South African Finance Minister has indicated that all remaining exchange controls are likely to be
dismantled as soon as circumstances permit. Since 1998, there has been a gradual relaxation of exchange controls. The gradual
approach to the abolition of exchange controls adopted by the Government of South Africa is designed to allow the economy to
adjust more smoothly to the removal of controls that have been in place for a considerable period of time. The stated objective of the
authorities is equality of treatment between residents and non-residents with respect to inflows and outflows of capital. The focus of
regulation, subsequent to the abolition of exchange controls, is expected to favor the positive aspects of prudential financial
supervision.

The present exchange control system in South Africa is used principally to control capital movements. South African

companies are not permitted to maintain foreign bank accounts without SARB approval and, without the approval of SARB, are
generally not permitted to export capital from South Africa or hold foreign currency. In addition, South African companies are
required to obtain the approval of SARB prior to raising foreign funding on the strength of their South African statements of financial
position, which would permit recourse to South Africa in the event of defaults. Where 75% or more of a South African company's
capital, voting power, power of control or earnings is directly or indirectly controlled by non-residents, such a corporation is
designated an “affected person” by SARB, and certain restrictions are placed on its ability to obtain local financial assistance. We are
not, and have never been, designated an “affected person” by SARB.

Foreign investment and outward loans by South African companies are also restricted. In addition, without the approval of

SARB, South African companies are generally required to repatriate to South Africa profits of foreign operations and are limited in
their ability to utilize profits of one foreign business to finance operations of a different foreign business. South African companies
establishing subsidiaries, branches, offices or joint ventures abroad are generally required to submit financial statements on these
operations as well as progress reports to SARB on an annual basis. As a result, a South African company's ability to raise and deploy
capital outside the Common Monetary Area is restricted.

Although exchange controls have been gradually relaxed since 1998, unlimited outward transfers of capital are not permitted

at this stage. Some of the more salient changes to the South African exchange control provisions over the past few years have been as
follows:

· corporations wishing to invest in countries outside the Common Monetary Area, in addition to what is set out below, apply
for permission to enter into corporate asset/share swap and share placement transactions to acquire foreign investments. The
latter mechanism entails the placement of the locally quoted corporation's shares with long-term overseas holders who, in
payment for the shares, provide the foreign currency abroad which the corporation then uses to acquire the target
investment;
· corporations wishing to establish new overseas ventures are permitted to transfer offshore up to R500 million to finance
approved investments abroad and up to R500 million to finance approved new investments in African countries on an
annual bases. Approval from SARB is required in advance for investments in excess of R500 million. On application to
SARB, corporations are also allowed to use part of their local cash holdings to finance up to 10% of approved new foreign
investments where the cost of these investments exceeds the current limits;
· as a general rule, SARB requires that more than 10% of equity of the acquired off-shore venture is acquired within a
predetermined period of time, as a prerequisite to allowing the expatriation of funds. If these requirements are not met,
SARB may instruct that the equity be disposed of. In our experience SARB has taken a commercial view on this, and has on
occasion extended the period of time for compliance; and
· remittance of directors' fees payable to persons permanently resident outside the Common Monetary Area may be approved
by authorized dealers, in terms of the Rulings.

Authorized dealers in foreign exchange may, against the production of suitable documentary evidence, provide forward

cover to South African residents in respect of fixed and ascertained foreign exchange commitments covering the movement of goods.

Persons who emigrate from South Africa are entitled to take limited amounts of money out of South Africa as a settling-in

allowance. The balance of the emigrant's funds will be blocked and held under the control of an authorized dealer. These blocked
funds may only be invested in:

· blocked current, savings, interest bearing deposit accounts in the books of an authorized dealer in the banking sector;
· securities quoted on the JSE and financial instruments listed on the Bond Exchange of South Africa which are deposited
with an authorized dealer and not released except temporarily for switching purposes, without the approval of SARB.
Authorized dealers must at all times be able to demonstrate that listed or quoted securities or financial instruments which are
dematerialized or immobilized in a central securities depository are being held subject to the control of the authorized dealer
concerned; or
· mutual funds.

Aside from the investments referred to above, blocked rands may only be utilized for very limited purposes. Dividends declared

out of capital gains or out of income earned prior to emigration remain subject to the blocking procedure. It is not possible to predict
when existing exchange controls will be abolished or whether they will be continued or modified by the South African Government
in the future.

Sale of Shares

Under present exchange control regulations in South Africa, our ordinary shares and ADSs are freely transferable outside

the Common Monetary Area between non-residents of the Common Monetary Area. In addition, the proceeds from the sale of
ordinary shares on the JSE on behalf of shareholders who are not residents of the Common Monetary Area are freely remittable to
such shareholders. Share certificates held by non-residents will be endorsed with the words “non-resident,” unless dematerialized.

Dividends

Dividends declared in respect of shares held by a non-resident in a company whose shares are listed on the JSE are freely

remittable.

Any cash dividends paid by us are paid in rands. Holders of ADSs on the relevant record date will be entitled to receive any

dividends payable in respect of the shares underlying the ADSs, subject to the terms of the deposit agreement entered on August 12,
1996, and as amended and restated, between the Company and The Bank of New York, as the depository. Subject to exceptions
provided in the deposit agreement, cash dividends paid in rand will be converted by the depositary to dollars and paid by the
depositary to holders of ADSs, net of conversion expenses of the depositary, in accordance with the deposit agreement. The
depositary will charge holders of ADSs, to the extent applicable, taxes and other governmental charges and specified fees and other
expenses.

Voting rights

There are no limitations imposed by South African law or by our MOI on the right of non-South African shareholders to

hold or vote our ordinary shares.

10E. TAXATION

Material South African Income Tax Consequences

The following is a summary of material income tax considerations under South African income tax law. No representation

with respect to the consequences to any particular purchaser of our securities is made hereby. Prospective purchasers are urged to
consult their tax advisers with respect to their particular circumstances and the effect of South African or other tax laws to which they
may be subject.

South Africa imposes tax on worldwide income of South African residents. Generally, South African non-residents do not

pay tax in South Africa except in the following circumstances:

Income Tax and withholding tax on dividends

Non-residents will pay income tax on any amounts received by or accrued to them from a source within (or deemed to be

within) South Africa. Interest earned by a non-resident on a debt instrument issued by a South African company will be regarded as
being derived from a South African source but will be regarded as exempt from taxation in terms of Section 10(1)(i) of the South
African Income Tax Act, 1962 (as amended), or the Income Tax Act. This exemption applies to so much of any interest and
dividends (which are not otherwise exempt) received from a South African source not exceeding (a) R32,000 if the taxpayer is 65
years of age or older or (b) R22,300 if the taxpayer is younger than 65 years of age at the end of the relevant tax year.

No withholding tax is deductible in respect of interest payments made to non-resident investors.

In 1993, all existing gold mining companies had the option to elect to be exempt from secondary tax on companies, or

STC. If the election was made, a higher tax rate would apply for both mining and non-mining income. With the introduction of
dividends tax at a rate of 15% which replaced STC with effect from April 1, 2012, there is no election on STC applicable
anymore. These amendments are set out in Part VIII in Chapter II of the Income Tax Act. Section 64F of the amendments, sets out
beneficial owners who are exempt from the withholding tax, which includes resident companies receiving a dividend after the
effective date, being April 1, 2012. As a result of these amendments, the Convention between the United States of America and the
Republic of South Africa for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on
Income and Capital Gains, or the Tax Treaty, would limit the rate of this tax with respect to dividends paid on ordinary shares or
ADSs to a US resident (within the meaning of the Tax Treaty) to 5% of the gross amount of the dividends if such US resident is a
company which holds directly at least 10% of our voting stock and 15% of the gross amount of the dividends in all other cases.

In fiscal 2012, the tax rates for taxable mining and non-mining income, for companies were 34% and 28%, respectively.

For the fiscal years prior to fiscal 2012 for companies that elected the STC exemption for fiscal 2011 were 43% (2010: 43%) and
35% (2010: 35%), respectively. During those same years prior to fiscal 2012 the tax rates for companies that did not elect the STC
exemption for fiscal 2011 were 34% (2010: 34%) and 28% (2010: 28%), respectively. The Company, is subject to 34% tax on
mining income and 28% for non-mining income. For fiscal years prior to the introduction of the new dividends tax (prior to fiscal
2011), Crown was our only subsidiary that elected not to be exempt from STC.

No income tax over and above the dividends tax is payable on dividends paid to residents or non-residents, in terms of

Section 10(1)(k) of the Income Tax Act, except in respect of foreign dividends received by or accrued to residents of South Africa.
Accordingly, only the 15% dividends tax is withheld on dividends received by or accrued to non-resident shareholders of companies
listed in South Africa and non-residents will receive the same dividend as South African resident shareholders (prior to fiscal 2012
there was no dividend tax). Prior to fiscal 2012, the Company paid STC at a rate of 10% (before October 1, 2007 12.5%) of the
excess of dividends declared over dividends received in a dividend cycle but the full amount of the dividend declared was paid to
shareholders, prior to payment of the dividend.

The above provisions shall not apply if the beneficial owner of the dividends is resident in the US, carries on business in

South Africa through a permanent establishment situated in South Africa, or performs in South Africa independent personal services
from a fixed base situated in South Africa, and the dividends are attributable to such permanent establishment or fixed base.

Capital Gains Tax

Non-residents are generally not subject to Capital Gains Tax, or CGT, in South Africa. They will only be subject to CGT on

gains arising from the disposal of capital assets if the assets disposed of consist of:

· immovable property owned by the non-residents situated in South Africa, or any interest or right in or to immovable
property. A non-resident will have an interest in immovable property if it has a direct or indirect shareholding of at least
20% in a company, where 80% or more of the net assets of that company (determined on a market value basis) are
attributable directly or indirectly to immovable property; or
· any asset of a permanent establishment of a non-resident in South Africa through which a trade is carried on.

If the non-residents are not subject to CGT because the assets disposed of do not fall within the categories described above,

it follows that they will also not be able to claim the capital losses arising from the disposal of the assets.

Material United States Federal Income Tax Consequences

The following is a summary of material US federal income tax consequences to US holders (as defined below) of the

purchase, ownership and disposition of ordinary shares or ADSs. It deals only with US holders who hold ordinary shares or ADSs as
capital assets for US federal income tax purposes. This discussion is based upon the provisions of the Internal Revenue Code of 1986,
as amended, or the Code, published rulings, judicial decisions and the Treasury regulations, all as currently in effect and all of which
are subject to change, possibly on a retroactive basis. This discussion has no binding effect or official status of any kind; we cannot
assure holders that the conclusions reached below would be sustained by a court if challenged by the Internal Revenue Service.

This discussion does not address all aspects of US federal income taxation that may be applicable to holders in light of their

particular circumstances and does not address special classes of US holders subject to special treatment (such as dealers in securities
or currencies, partnerships or other pass-through entities, banks and other financial institutions, insurance companies, tax-exempt
organizations, certain expatriates or former long-term residents of the United States, persons holding ordinary shares or ADSs as part
of a “hedge,” “conversion transaction,” “synthetic security,” “straddle,” “constructive sale” or other integrated investment, persons
who acquired the ordinary shares or ADSs upon the exercise of employee stock options or otherwise as compensation, persons whose
functional currency is not the US dollar, or persons that actually or constructively own ten percent or more of our voting stock). This
discussion addresses only US federal income tax consequences and does not address the effect of any state, local, or foreign tax laws
that may apply, the alternative minimum tax or the application of the federal estate or gift tax.

A “US holder” is a beneficial owner of ordinary shares or ADSs that is, for US federal income tax purposes:

· a citizen or resident of the US;
· a corporation or other entity subject to tax as a corporation that is created or organized under the laws of the US or any
political subdivision thereof;
· an estate, the income of which is subject to US federal income tax without regard to its source; or
· a trust, if a court within the US is able to exercise primary supervision over the administration of the trust and one or more
US persons have the authority to control all substantial decisions of the trust or if the trust has made a valid election to be
treated as a US person.

If a partnership holds any ordinary shares or ADSs, the tax treatment of a partner will generally depend on the status of the

partner and on the activities of the partnership. Partners of partnerships holding any ordinary shares or ADSs are urged to consult
their tax advisors.

Because individual circumstances may differ, US holders of ordinary shares or ADSs are urged to consult their tax

advisors concerning the US federal income tax consequences applicable to their particular situations as well as any
consequences to them arising under the tax laws of any foreign, state or local taxing jurisdiction.

Ownership of Ordinary Shares or ADSs

For purposes of the Code, a US holder of ADSs will be treated for US federal income tax purposes as the owner of the

ordinary shares represented by those ADSs. Exchanges of ordinary shares for ADSs and ADSs for ordinary shares generally will not
be subject to US federal income tax.

Subject to the discussion below under the heading “Passive Foreign Investment Company”, distributions with respect to the

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. For US federal income tax purposes, the amount of any distribution received by a US holder will
equal the dollar value of the sum of the South African rand payments made (including the amount of South African income taxes, if
any, withheld with respect to such payments), determined at the “spot rate” on the date the dividend distribution is includable in such
US holder's income, regardless of whether the payment is in fact converted into dollars. Generally, any gain or loss resulting from
currency exchange fluctuations during the period from the date a US holder includes the dividend payment in income to the date such
holder converts the payment into dollars will be treated as ordinary income or loss. 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 the ordinary shares or ADSs. To the extent that these distributions exceed the US holder's tax basis in the ordinary shares or
ADSs, as applicable, the excess generally will be treated as capital gain, subject to the discussion below under the heading “Passive
Foreign Investment Company”. We do not intend to calculate our earnings or profits for US federal income tax purposes. US holders
should therefore assume that any distributions with respect to our ordinary shares or ADSs will constitute dividend income.

“Qualified dividend income” received by individual US holders (as well as certain trusts and estates) for taxable years

beginning on or before December 31, 2012 generally will be taxed at a maximum US federal income tax rate of 15% provided certain
conditions are met, including a minimum holding period. This reduced rate generally would apply to dividends paid by us if, at the
time such dividends are paid, either (i) we are eligible for benefits under a qualifying income tax treaty with the US or (ii) our
ordinary shares or ADSs with respect to which such dividends were paid are readily tradable on an established securities market in
the US. However, this reduced rate is subject to certain important requirements and exceptions, including, without limitation, certain
holding period requirements and an exception applicable if we are treated as a passive foreign investment company as discussed
under the heading “Passive Foreign Investment Company”. US holders are urged to consult their tax advisors regarding the US
federal income tax rate that will be applicable to their receipt of any dividends paid with respect to the ordinary shares and ADSs.

For purposes of this discussion, the “spot rate” generally means a rate that reflects a fair market rate of exchange available to

the public for currency under a “spot contract” in a free market and involving representative amounts. A “spot contract” is a contract
to buy or sell a currency on or before two business days following the date of the execution of the contract. If such a spot rate cannot
be demonstrated, the US Internal Revenue Service has the authority to determine the spot rate.

Dividend income derived with respect to the ordinary shares or ADSs will not be eligible for the dividends received

deduction generally allowed to a US corporation under Section 243 of the Code. Dividend income will be treated as foreign source
income for foreign tax credit and other purposes. In computing the separate foreign tax credit limitations, dividend income should
generally constitute “passive category income,” or in the case of certain US holders, “general category income.”

Disposition of Ordinary Shares or ADSs

Subject to the discussion below under the heading “Passive Foreign Investment Company”, upon a sale, exchange, or other

taxable disposition of ordinary shares or ADSs, a US holder will recognize gain or loss in an amount equal to the difference between
the US dollar value of the amount realized on the sale or exchange and such holder's adjusted tax basis in the ordinary shares or
ADSs. Subject to the application of the “passive foreign investment company” rules discussed below, 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. The deductibility of capital losses is subject to limitations. Gain or loss recognized by a US holder on the taxable disposition
of ordinary shares or ADSs generally will be treated as US-source gain or loss for US foreign tax credit purposes.

In the case of a cash basis US holder who receives rands in connection with the taxable disposition of ordinary shares or

ADSs, the amount realized will be based on the spot rate as determined on the settlement date of such exchange. A US holder who
receives payment in rand and converts rand into US dollars at a conversion rate other than the rate in effect on the settlement date
may have a foreign currency exchange gain or loss that would be treated as ordinary income or loss.

100

An accrual basis US holder may elect the same treatment required of cash basis taxpayers with respect to a taxable

disposition of ordinary shares or ADSs, provided that the election is applied consistently from year to year. Such election may not be
changed without the consent of the Internal Revenue Service. In the event that an accrual basis holder does not elect to be treated as a
cash basis taxpayer, such US holder may have a foreign currency gain or loss for US federal income tax purposes because of the
differences between the US dollar value of the currency received prevailing on the trade date and the settlement date. Any such
currency gain or loss will be treated as ordinary income or loss and would be in addition to gain or loss, if any, recognized by such
US holder on the disposition of such ordinary shares or ADSs.

Passive Foreign Investment Company

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. We would be a PFIC for US federal income tax purposes if for any taxable year either (i) 75% or more
of our gross income, including our pro rata share of the gross income of any company in which we are considered to own 25% or
more of the shares by value, were passive income or (ii) 50% or more of our average total assets (by value), including our pro rata
share of the assets of any company in which we are considered to own 25% or more of the shares by value, were assets that produced
or were held for the production of passive income. If we were a PFIC, US holders of the ordinary shares or ADSs would be subject to
special rules with respect to (i) any gain recognized upon the disposition of the ordinary shares or ADSs and (ii) any receipt of an
excess distribution (generally, any distributions to a US holder during a single taxable year that is greater than 125% of the average
amount of distributions received by such US holder during the three preceding taxable years in respect of the ordinary shares or
ADSs or, if shorter, such US holder's holding period for the ordinary shares or ADSs). Under these rules:

· the gain or excess distribution will be allocated ratably over a US holder's holding period for the ordinary shares or ADSs, as
applicable;
· the amount allocated to the taxable year in which a US holder realizes the gain or excess distribution will be taxed as
ordinary income;
· the amount allocated to each prior year (other than a pre-PFIC year), with certain exceptions, will be taxed at the highest tax
rate in effect for that year; and
· the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each
such year (other than a pre-PFIC year).

Although we generally will be treated as a PFIC as to any US holder if we are a PFIC for any year during a US holder's

holding period, if we cease to satisfy the requirements for PFIC classification, the US holder may avoid PFIC classification for
subsequent years if such holder elects to recognize gain based on the unrealized appreciation in the ordinary shares or ADSs through
the close of the tax year in which we cease to be a PFIC.

A US holder who beneficially owns stock in a PFIC must file Form 8621 (Return by a Shareholder of a Passive Foreign

Investment Company or Qualified Electing Fund) with the Internal Revenue Service for each tax year such holder holds stock in a
PFIC and (i) recognizes gain on a direct or indirect disposition of such stock, (ii) receives certain direct or indirect distributions from
such PFIC, or (iii) is making certain elections (including a mark-to-market election and an election to be treated as a “qualified
electing fund,” as described below) with respect to such PFIC. This form describes any distributions received with respect to such
stock and any gain realized upon the disposition of such stock. Under newly enacted legislation, unless otherwise provided by the US
Secretary of Treasury, shareholders of a PFIC are required to file an annual report with the Internal Revenue Service containing such
information as the US Secretary of Treasury may require. Although the information required to be reported to the Internal Revenue
Service pursuant to such newly enacted legislation remains unknown, it could enhance the reporting requirements applicable to US
holders of our ordinary shares or ADSs.

A US holder of the ordinary shares or ADSs that are treated as “marketable stock” under the PFIC rules may be able to

avoid the imposition of the special tax and interest charge described above by making a mark-to-market election. Pursuant to this
election, the US holder would include in ordinary income or loss for each taxable year an amount equal to the difference as of the
close of the taxable year between the fair market value of the ordinary shares or ADSs and the US holder's adjusted tax basis in such
ordinary shares or ADSs. Losses would be allowed only to the extent of net mark-to-market gain previously included by the US
holder under the election for prior taxable years. If a mark-to-market election with respect to ordinary shares or ADSs is in effect on
the date of a US holder's death, the tax basis of the ordinary shares or ADSs 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 ordinary shares or ADSs. US holders desiring to
make the mark-to-market election are urged to consult their tax advisors with respect to the application and effect of making the
election for the ordinary shares or ADSs.

In the case of a US holder who holds ordinary shares or ADSs and who does not make a mark-to-market election, the

special tax and interest charge described above will not apply if such holder makes an election to treat us as a “qualified electing
fund” in the first taxable year in which such holder owns the ordinary shares or ADSs and if we comply with certain reporting
requirements. However, we do not intend to supply US holders with the information needed to report income and gain pursuant to a
“qualified electing fund” election in the event that we are classified as a PFIC.

101

We believe that we were not a PFIC for our 2012 fiscal year ended June 30, 2012. However, under the PFIC rules income

and assets are require to be measured and classified in accordance with US federal income tax principles. Our analysis is based on our
financial statements as prepared in accordance with IFRS, which may substantially differ from US federal income tax principles.
Therefore, no assurance can be given that we were not a PFIC for our 2012 fiscal year ended June 30, 2012. Furthermore, the tests for
determining whether we would be a PFIC for any taxable year are applied annually and it is difficult to make accurate predictions of
future income and assets, which are relevant to this determination. In addition, certain factors in the PFIC determination, such as
reductions in the market value of our capital stock, are not within our control and can cause us to become a PFIC. Accordingly, there
can be no assurance that we will not become a PFIC.

The rules relating to PFICs are very complex. US holders are urged to consult their tax advisors regarding the application of
the PFIC rules to their investments in our ordinary shares or ADSs.

Information Reporting and Backup Withholding

Payments made in the United States or through certain US-related financial intermediaries of dividends or the proceeds of

the sale or other disposition of our ordinary shares or ADSs may be subject to information reporting and US federal backup
withholding if the recipient of such payment is not an “exempt recipient” and fails to supply certain identifying information, such as
an accurate taxpayer identification number, in the required manner. Generally, individuals are not exempt recipients, whereas
corporations and certain other entities generally are exempt recipients. The backup withholding tax rate is currently 28%. Payments
made with respect to our ordinary shares or ADSs to a US holder must be reported to the Internal Revenue Service, unless the US
holder is an exempt recipient or otherwise establishes an exemption. Any amount withheld from a payment to a US holder under the
backup withholding rules is refundable or allowable as a credit against the holder's US federal income tax, provided that the required
information is furnished to the Internal Revenue Service.

Under the Hiring Incentives to Restore Employment Act enacted on March 18, 2010, in taxable years beginning after the

date of enactment, a US holder may be required to submit to the Internal Revenue Service certain information with respect to such
US holder's beneficial ownership of ordinary shares or ADSs, if such ordinary shares or ADSs are not held on such US holder's
behalf by a financial institution. This new law also imposes penalties if a US holder is required to submit such information to the
Internal Revenue Service and fails to do so.

US holders should consult their tax advisors regarding application of the information reporting and backup withholding

rules.

10F. DIVIDENDS AND PAYING AGENTS

On August 28, 2012, we declared a dividend which, in total, amounted to R38.5 million (10.0 cents per ordinary share).

Dividends tax is 15% of the dividend paid, lower rates can apply for foreign beneficial owners and there are also certain exemptions
that apply. The dividends tax will be withheld from the dividend payment. There are no dividend restrictions.

Date of entitlement:

October 12, 2012

Approximate date of conversion:

October 19, 2012

Approximate payment date:

October 29, 2012

Paying agents:

Link Market Services (US and SA)

St James’s Corporate Services Limited (UK)

Computershare (Australia)

10G. STATEMENT BY EXPERTS

Not applicable.

10H. 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

DRDGOLD Limited, P.O. Box 390, Maraisburg, Johannesburg, South Africa 1700. Attn: Group Company Secretary. Tel No. +27-
11-470-2600. A copy of each report submitted in accordance with applicable United States law is available for public review at our
principal executive offices.

A copy of each document concerning us that is referred to in this Annual Report on Form 20-F, is available for public view

at our principal executive offices at DRDGOLD Limited, Quadrum Office Park, Building 1, 50 Constantia Boulevard, Constantia
Kloof Ext.28, South Africa 1709.

10I. SUBSIDIARY INFORMATION

Not applicable.

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ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

General

In the normal course of our operations, we are exposed to market risk, including commodity price, foreign currency, interest

and credit risks. We do not hold or issue derivative financial instruments for speculative purposes, nor do we hedge forward gold
sales.

Refer to Item 18. ‘‘Financial Statements - Note 28 - Financial instruments’’ of the consolidated financial statements for a

qualitative and quantitative discussion of our exposure to these market risks.

Commodity price risk

The market price of gold has a significant effect on our results of operations, our ability and the ability of our subsidiaries to

pay dividends and undertake capital expenditures, and the market price of our ordinary shares or ADSs. Historically, gold prices have
fluctuated widely and are affected by numerous industry factors over which we have no control. The aggregate effect of these factors
on the gold price is impossible for us to predict. The price of gold may not remain at a level allowing us to economically exploit our
reserves. It is our policy not to hedge this commodity price risk.

Concentration of credit risk

Credit risk is the risk of financial loss to us if a customer or counterparty to a financial instrument fails to meet its

contractual obligations, and arises principally from our receivables from customers and investment securities

Our financial instruments do not represent a concentration of credit risk, because we deal with a variety of major banks and

financial institutions located in South Africa after evaluating the credit ratings of the representative financial institutions.
Furthermore, our trade receivables and loans are regularly monitored and assessed for recoverability. Where it is appropriate, an
impairment loss is raised. In addition, our South African operations deliver their gold to Rand Refinery Proprietary Limited (Rand
Refinery), which refines the gold to saleable purity levels and then sells the gold, on behalf of the South African operations, on the
bullion market. The gold is sold by Rand Refinery usually on the same day as it is delivered and settlement is made within two days.

Foreign currency risk

Our reporting currency is the South African rand. Although gold is sold in US dollars, the Company is obliged to convert

this into rands. We are thus exposed to fluctuations in the US dollar/ rand exchange rate. Foreign exchange fluctuations affect the
cash flow that we will realize from our operations as gold is sold in US dollars, while production costs are incurred primarily in rands.
Our results are positively affected when the US dollar strengthens against the rand and adversely affected when the US dollar
weakens against the rand. Our cash and cash equivalent balances are held in US dollars and rands; holdings denominated in other
currencies are relatively insignificant.

Long-term debt

Set out below is an analysis of our debt as at June 30, 2012, analyzed between fixed and variable interest rates. All of our

long-term debt is denominated in South African rand.

Total

R'000

Interest rate
Variable rate....................................................................................................

30,690

Weighted average interest rate.........................................................................

10.6%

Fixed rate.........................................................................................................

Weighted average interest rate.........................................................................

Total ................................................................................................................

30,690

Repayment period
2013..................................................................................................................

30,690

Total .................................................................................................................

30,690

Based on our fiscal 2012 financial results, a hypothetical 10% (increase)/decrease in interest rate activity would

(increase)/decrease our interest expense by R0.3 million.

103

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

12A. DEBT SECURITIES

Not applicable.

12B. WARRANTS AND RIGHTS

Not applicable.

12C. OTHER SECURITIES

Not applicable.

12D. AMERICAN DEPOSITARY SHARES

Depositary Fees and Charges

DRDGOLD’s American Depository Shares, or ADSs, each representing ten of DRDGOLD’s ordinary shares, are traded on

the New York Stock Exchange, or NYSE under the symbol “DRD” (until December 29, 2011 our ADSs were traded on the Nasdaq
Capital Market under the symbol “DROOY”). The ADSs are evidenced by American Depository Receipts, or ADRs, issued by The
Bank of New York Mellon, as Depository under the Amended and Restated Deposit Agreement dated as of August 12, 1996, as
amended and restated as of October 2, 1996, as further amended and restated as of August 6, 1998, as further amended and restated
July 23, 2007, among DRDGOLD Limited, The Bank of New York Mellon and owners and beneficial owners of ADRs from time to
time. ADR holders may have to pay the following service fees to the Depositary:

Service

Fees (USD)

Issuance of ADSs, including issuances resulting from a distribution of ordinary
shares or rights ............................................................................................................

$5.00 (or less) per 100 ADSs (or

portion thereof)

Cancellation of ADSs for the purpose of withdrawal, including if the Deposit
Agreement terminates .................................................................................................

$5.00 (or less) per 100 ADSs (or

portion thereof)

Distribution of cash dividends or other cash distributions.......................................... 2 cents (or less) per ADS (or portion

thereof)

Distribution of securities distributed to holders of deposited securities which are
distributed by the Depositary to ADS registered holders

$5.00 (or less) per 100 ADSs (or

portion thereof)

In addition, ADR holders are responsible for certain fees and expenses incurred by the Depositary on their behalf including

(1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of
transfers of ordinary shares generally on the share register and applicable to transfers of ordinary shares to the name of the Depositary
or its nominee or the Custodian or its nominee on the making of deposits or withdrawals, (3) such cable, telex and facsimile
transmission expenses as are expressly provided in the Deposit Agreement, and (4) such expenses as are incurred by the Depositary
in the conversion of foreign currency to U.S. Dollars.

The Depositary collects its fees for delivery and surrender of ADSs directly from investors depositing or surrendering ADSs

for the purpose of withdrawal or from intermediaries acting for them. The Depositary, collects fees for making distributions to
investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The
Depositary may collect its annual fee for depositary services by deductions from cash distributions or by directly billing investors or
by charging the book-entry system accounts of participants acting for them. The Depositary may generally refuse to provide fee-
attracting services until its fees for those services are paid.

Depositary Payments for Fiscal 2012

For the fiscal year ended June 30, 2012, The Bank of New York Mellon, as Depositary, has agreed to reimburse DRDGOLD

an amount of $59,908.38 mainly for contributions towards the Company’s investor relations activities (including investor meetings,
conferences and fees of investor relations service vendors).

These fees are typically paid to the Depositary by the brokers on behalf of their clients receiving the newly-issued ADSs from the Depositary

or delivering the ADSs to the Depositary for cancellation. The brokers in turn charge these transaction fees to their clients.

In practice, the Depositary has not collected these fees. If collected, such fees are offset against the related distribution made to the ADR

holder.

104

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

There have been no material defaults in the payment of principal, interest, a sinking or purchase fund installment, or any

other material defaults with respect to any indebtedness of ours.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS

Not applicable.

ITEM 15. CONTROLS AND PROCEDURES

15A. Disclosure Controls and Procedures

As of June 30, 2012, our management, with the participation of our Chief Executive Officer and Chief Financial Officer

has evaluated the effectiveness of our disclosure controls and procedures (as this term is defined under the rules of the SEC). Our
management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and
procedures were effective as of June 30, 2012.

Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be

disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported, within the time periods specified in the applicable rules and forms and that such information required to
be disclosed by us in the reports we file or submit under the Securities Exchange Act is accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions
regarding required disclosures.

There are inherent limitations in the effectiveness of any system of disclosure controls and procedures. These limitations

include the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, any such
system can only provide reasonable assurance of achieving the desired control objectives.

15B. Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act
of 1934 as a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and
effected by our board, 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 IFRS. Under Section 404 of the
Sarbanes Oxley Act of 2002, management is required to assess our internal controls surrounding the financial reporting process as
at the end of each fiscal year. Based on that assessment, management is to determine whether or not our internal controls over
financial reporting are effective.

Internal control over financial reporting 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 our assets;
· provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements
in accordance with IFRS, and that our receipts and expenditures are being made only in accordance with
authorizations of our management and board; and
· provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition
of our assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Instead, it must be noted that even those systems that management deems to be effective can only provide reasonable assurance
with respect to the preparation and presentation of our financial statements. 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 the degree of
compliance with the policies and procedures.

Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2012. 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. Based on our assessment and those criteria, our
management concluded that as of June 30, 2012 our internal control over financial reporting was effective.

105

15C. Independent Auditor’s Attestation Report

The effectiveness of internal control over financial reporting as of June 30, 2012 was audited by KPMG Inc.,

independent registered public accounting firm, as stated in their report on page F-1 of this Form 20-F.

15D. Changes in Internal Control Over Financial Reporting

Changes that have materially affected, or are reasonably likely to materially affect, our internal control over financial

reporting during the period covered by the annual report, need to be identified and reported as required by paragraph (d) of Rule
13a-15.

During the year ended June 30, 2012, there have not been any changes in our internal control over financial reporting that

have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

Mr. R.P. Hume, Chairman of the Audit Committee, has been determined by our board to be an audit committee financial

expert within the meaning of the Sarbanes-Oxley Act, in accordance with the Rules of the New York Stock Exchange, or NYSE,
and rules promulgated by the SEC and independent both under the New York Stock Exchange Rules and the South African
Johannesburg Stock Exchange Rules. The board is satisfied that the skills, experience and attributes of the members of the audit
committee are sufficient to enable those members to discharge the responsibilities of the audit committee.

ITEM 16B. CODE OF ETHICS

We have adopted a Code of Ethics and Conduct that applies to all senior executives including our Non-Executive

Chairman, the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and the Group Financial Manager and
Financial Manager at each mining operation as well as all other employees. The Code of Ethics was last updated on February 9,
2012. The Code of Ethics and Conduct can be accessed on the Company’s website at www.drdgold.com.

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

KPMG Inc. has served as our independent public accountant for the fiscal years ending June 30, 2012, 2011 and 2010, for

which audited financial statements appear in this Annual Report. The Annual General Meeting elects the auditors annually.

The following table presents the aggregate fees for professional audit services and other services rendered by KPMG Inc. to

us in fiscal 2012 and 2011:

Auditors' remuneration

Year ended June

30,

2012 2011

R’000 R’000

Audit fees............................................................................................................................................................

10,019 10,065

Audit-related fees................................................................................................................................................

- -

Tax fees ...............................................................................................................................................................

- -

All other fees .......................................................................................................................................................

- -

10,019 10,065

Audit Fees

Audit fees billed for the annual audit services engagement, which are those services that the external auditor reasonably can

provide, include the company audit; statutory audits; comfort letters and consents; attest services; and assistance with and review of
documents filed with the SEC.

Audit-Related Fees

For fiscal 2012 and fiscal 2011, no audit-related fees were incurred.

Tax Fees

For fiscal 2012 and fiscal 2011, no fees have been billed for tax compliance, tax advice or tax planning services.

106

All Other Fees

All other fees consist of all fees billed which are not included under audit fees, audit related fees or tax fees. There were

no such fees billed for in either fiscal 2012 or fiscal 2011.

The Audit Committee is directly responsible for recommending the appointment, re-appointment and removal of the

external auditors as well as the remuneration and terms of engagement of the external auditors. The committee pre-approves, and
has pre-approved, all non-audit services provided by the external auditors. The Audit Committee considered all of the fees
mentioned above and determined that such fees are compatible with maintaining KPMG Inc.’s independence.

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Not applicable.

ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

Not applicable.

ITEM 16G. CORPORATE GOVERNANCE

As a foreign private issuer with shares listed on the NYSE, we are subject to corporate governance requirements imposed by

NYSE. Under section 303A.11 of the NYSE Listing Standards, a foreign private issuer such as us may follow its home country
corporate governance practices in lieu of certain of the NYSE Listing Standards on corporate governance. The following paragraphs
summarize the significant differences between our corporate governance practices and those followed by U.S. companies listed on
the NYSE:

Independence of audit committee members

NYSE Listing Standards require a NYSE listed company to have an audit committee composed of at least three independent

members. A foreign private issuer may be exempted from the requirement that all members of the audit committee qualify as
independent under NYSE Listing Standards Rules provided, among other requirements, that the members of the audit committee are
independent under Exchange Act Rule 10A-3. As at September 30, 2012 all of our audit committee members are independent both
under the NYSE Listing Standards and the South African Johannesburg Stock Exchange Rules.

Shareholder meeting quorum requirements

Section 310.00 of the NYSE Listing Standards provides that the quorum required for any meeting of holders of common

stock should be sufficiently high to insure a representative vote. In authorizing listing, the NYSE gives careful consideration to
provisions fixing any proportion less than a majority of the outstanding shares as the quorum for shareholders meetings. Consistent
with the practice of companies incorporated in South Africa, our Memorandum of Incorporation only requires a quorum of three
members and we have elected to follow country rule.

Executive Sessions

Section 303A.03 of the NYSE Listing Standards provides that “non-management” directors of listed companies must meet

at regularly scheduled executive sessions in the absence of management. The JSE Listings Requirements makes no provision for such
meetings, however the non-executive directors of DRDGOLD do meet without management on a regular basis but in an informal
setting and no minutes are prepared.

Nominations Committee

Section 303A.04 of the NYSE Listing Standards provides listed companies must have a nominating/corporate governance

committee composed entirely of independent directors. The JSE Listings Requirements only require that the members of such a
committee be non-executive directors, the majority of whom must be independent. DRDGOLD has such a nominations committee
whose members are independent under both the NYSE Listings Standards and the JSE Listings Requirements.

107

PART III

ITEM 17. FINANCIAL STATEMENTS

Not applicable.

ITEM 18. FINANCIAL STATEMENTS

The following annual financial statements and related auditor’s reports are filed as part of this Annual Report.

Page

Report of the independent registered public accounting firm ............................................................................................. F-1
Consolidated statement of comprehensive income for the years ended June 30, 2012, 2011 and 2010 ...........................

F-2 to F-3

Consolidated statement of financial position at June 30, 2012 and 2011...........................................................................                                 F-4
Consolidated statement of changes in equity for the years ended June 30, 2012, 2011 and 2010.....................................                                  F-5
Consolidated statement of cash flows for the years ended June 30, 2012, 2011 and 2010................................................                                F-6
Notes to the annual financial statements..............................................................................................................................

F-7 to F-73

F-1

Report of the Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of DRDGOLD Limited.

We have audited the accompanying consolidated statement of financial position of DRDGOLD Limited and its subsidiaries as of
June 30, 2012 and 2011, and the related consolidated statements of comprehensive income, changes in equity, and cash flows for each
of the years in the three-year period ended June 30, 2012. We also have audited DRDGOLD Limited’s internal control over financial
reporting as of June 30, 2012, based on criteria established in Internal Control – Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). DRDGOLD Limited’s management is responsible for these
consolidated financial statements, 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 Management’s Annual Report on Internal
Control Over Financial Reporting . Our responsibility is to express an opinion on these consolidated financial statements and an
opinion on DRDGOLD Limited’s internal control over financial reporting 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 are free of
material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our
audits of the consolidated financial statements included 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, and evaluating the
overall financial statement presentation. Our audit of internal control over financial reporting 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 audits also included performing such other procedures as
we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

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 International Financial
Reporting Standards. 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 International Financial Reporting Standards, and that receipts and expenditures of the company are being 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, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of
DRDGOLD Limited and subsidiaries as of June 30, 2012 and 2011, and the results of their operations and cash flows for each of the
years in the three-year period ended June 30, 2012, in conformity with International Financial Reporting Standards as issued by the
International Accounting Standards Board. Also in our opinion, DRDGOLD Limited maintained, in all material respects, effective
internal control over financial reporting as of June 30, 2012, based on criteria established in Internal Control – Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission.

/s/ KPMG Inc.
KPMG Inc.
Registered Accountants and Auditors
Johannesburg, Republic of South Africa
October 26, 2012

F-2

DRDGOLD Limited
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended June 30, 2012

Continuing operations

Discontinued operations

Total operations

2012

2011

2010

2012 2011

2010

2012

2011 2010

Note R'000

R'000

R’000

R'000 R'000

R’000

R'000 R'000 R'000

Revenue 3

1,764,191

1,379,459

1,129,113

1,240,073

1,185,860

861,409

3,004,264

2,565,319 1,990,522

Cost of sales

(1,400,268)

(1,179,430)

(992,586)

(1,101,594)

(1,164,118)

(899,201)

(2,501,862)

(2,343,548) (1,891,787)

Operating costs

(1,231,020)

(1,041,658)

(910,686)

(1,061,770)

(1,101,953)

(888,180)

(2,292,790)

(2,143,611) (1,798,866)

Depreciation 10

(119,189)

(98,281)

(158,153)

(1,661)

(32,638)

(32,616)

(120,850)

(130,919) (190,769)

Retrenchment costs

(839)

(9,202)

(43,747)

(10,925)

(43,747)

(839) (20,127)

Movement in provision for
environmental rehabilitation

(59,486)

(46,918)

89,280

301

(5,649)

(1,246)

(59,185)

(52,567) 88,034

Movement in gold in progress

9,427

8,266

(3,825)

5,283

(23,878)

33,766

14,710

(15,612) 29,941

Gross profit/(loss) from
operating activities

363,923

200,029

136,527

138,479

21,742

(37,792)

502,402

221,771 98,735

Impairments 4

(1,100)

(1,090)

(6,224)

(546,566)

(1,100)

(547,656) (6,224)

Administration expenses and
general costs

(110,619)

(86,305)

(69,033)

(10,918)

(1,781)

12,007

(121,537)

(88,086) (57,026)

Results from operating
activities

252,204

112,634

61,270

127,561

(526,605)

(25,785)

379,765

(413,971) 35,485

Finance income

24,446

17,064

163,963

8,994

35,728

36,310

33,440

52,792 200,273

Finance expenses

(15,678)

(16,606)

(14,890)

(2,028)

(5,441)

(9,242)

(17,706)

(22,047) (24,132)

Profit/(loss) before taxation

260,972

113,092

210,343

134,527

(496,318)

1,283

395,499

(383,226) 211,626

Income tax

(8,010)

(29,593)

(23,197)

(2,559)

14,934

(8,010)

(32,152) (8,263)

Profit/(loss) before loss on
disposal of discontinued
operation

252,962

83,499

187,146

134,527

(498,877

16,217

387,489

(415,378) 203,363

Loss on disposal of discontinued
operations

(10,532)

- -

Profit/(loss) for the year

252,962

83,499

187,146

123,995

(498,877)

16,217

376,957

(415,378) 203,363

Attributable to:
Equity owners of the parent

217,301

67,070

186,553

91,374

(354,985)

21,262

308,675

(287,915) 207,815

Non-controlling interest

35,661

16,429

593

32,621

(143,892)

(5,045)

68,282

(127,463) (4,452)

Profit/(loss) for the year

252,962

83,499

187,146

123,995

(498,877)

16,217

376,957

(415,378) 203,363

The discontinued operations relate to the disposal of Blyvooruitzicht Gold Mining Company Limited (Blyvoor) on June 1, 2012.

F-3

DRDGOLD Limited
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (continued)
for the year ended June 30, 2012

Continuing operations

Discontinued operations

Total operations

2012

2011

2010

2012

2011

2010

2012

2011

2010

R'000

Other comprehensive income, net of tax

Net foreign exchange translation reserve

(3,999)

747 (156,534)

- -

(3,999)

747 (156,534)

Foreign exchange gain/(loss) on translation

(3,999)

747 (156,534)

- -

(3,999)

747 (156,534)

Deferred taxation thereon

- -

Net fair value adjustment on
available-for-sale investment

16,480

116 2,160

2,703 159

2,994

19,183

275 5,154

Fair value adjustment on available-for-sale
investment

20,572

96 1,662

2,328 118

2,216

22,900

214 3,878

Non-controlling interest in fair value
adjustment on available-for-sale investment

379

20 498

375 41

778

754

61 1,276

Deferred taxation thereon

(4,471)

- -

(4,471)

- -

Net gain on disposal of available-for-sale
financial assets reclassified to profit or loss

- -

(6,656) -

(6,656)

- -

Net gain on disposal of available-for-sale
financial assets

- -

(4,925) -

(4,925)

- -

Non-controlling interest in net gain on
disposal of available-for-sale financial assets

- -

(1,731) -

(1,731)

- -

Deferred taxation thereon

- -

Total comprehensive income for the year

265,443

84,362 32,772

120,042 (498,718)

19,211

385,485

(414,356) 51,983

Attributable to:
Equity owners of the parent

229,403

67,913 31,681

88,777 (354,867)

23,478

318,180

(286,954) 55,159

Non-controlling interest

36,040

16,449 1,091

31,265 (143,851)

(4,267)

67,305

(127,402) (3,176)

Total comprehensive income for the year

265,443

84,362 32,772

120,042 (498,718)

19,211

385,485

(414,356) 51,983

Earnings per share attributable to equity
owners of the parent

Basic earnings/(loss) per share
(cents)

17 49

23 (92)

(75) 55

Diluted earnings/(loss) per share
(cents)

17 4 9

24 (92)

(75) 55

The accompanying notes are an integral part of these consolidated financial statements.

The discontinued operations relate to the disposal of Blyvoor on June 1, 2012.

F-4

DRDGOLD Limited
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
at June 30, 2012

2012 2011

Note

R’000 R’000

ASSETS
Non-current assets

2,021,594

1,778,646

Property, plant and equipment

1,641,557

1,550,102

Non-current investments and other assets

341,752

159,312

Deferred tax asset

38,285

69,232

Current assets

470,695

510,015

Inventories

105,840

122,922

Trade and other receivables

61,896

126,410

Current tax asset

4,453

1,571

Cash and cash equivalents

298,506

259,112

Total assets

2,492,289

2,288,661

EQUITY AND LIABILITIES
Equity

1,633,921

1,219,166

Equity of the owners of the parent

1,497,192

1,247,238

Non-controlling interest

136,729

(28,072)

Non-current liabilities

597,331

659,446

Provision for environmental rehabilitation

504,327

490,225

Post-retirement and other employee benefits

5,972

6,268

Deferred tax liability

87,032

122,525

Loans and borrowings

40,428

Current liabilities

261,037

410,049

Trade and other payables

227,511

330,468

Loans and borrowings

30,690

79,345

Current tax liability

2,836

236

Total equity and liabilities

2,492,289

2,288,661

The accompanying notes are an integral part of these consolidated financial statements.

F-5

DRDGOLD Limited
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended June 30, 2012

Number

ordinary

shares

Number of

cumulative

preference

shares

Share capital

R’000

Cumulative

preference

share

capital

R’000

Revaluation

and other

reserves

R’000

Retained

earnings

R’000

Equity of the

owners of the

parent

R’000

Non-

controlling

interest

R’000

Total equity

R’000

Balance at June 30, 2009

378,001,303

5,000,000

4,104,480

500

347,410

(2,970,917)

1,481,473

102,506

1,583,979

Issued shares for cash

6,620,413

29,877

29,877

Staff options exercised

262,663

1,004

1,004

Share issue expense

(2,043)

(2,043)

Share-based payments

4,115

4,115

Dividend on ordinary share capital

(18,954)

(18,954)

Total comprehensive income for the year ²

(152,656)

207,815

55,159

(3,176)

51,983

Balance at June 30, 2010

384,884,379

5,000,000

4,133,318

500

198,869

(2,782,056)

1,550,631

99,330

1,649,961

Share issue expenses

(714)

Share-based payments

3,519

Dividend on ordinary share capital

(19,244)

Total comprehensive income for the year ²

961

(287,915)

(286,954)

(127,402) (414,356)

Balance at June 30, 2011

384,884,379

5,000,000

4,132,604

500

203,349

(3,089,215)

1,247,238

(28,072)

1,219,166

Staff options exercised

499,388

1,818

Share issue expenses

(555)

Share-based payments

4,133

Non-controlling interest on disposal of subsidiary

97,496

Transfer of reserves on disposal of subsidiary

(11,469)

11,469

Treasury shares acquired through subsidiary

(58,228)

Treasury shares disposed of by subsidiary

13,478

Dividend on ordinary share capital

(28,872)

Total comprehensive income for the year ²

9,062

309,118

318,180

67,305

385,485

Balance at June 30, 2012

385,383,767

5,000,000

4,089,117

500

205,075

(2,797,500)

1,497,192

136,729

1,633,921

The accompanying notes are an integral part of these consolidated financial statements.

^{Refer
to the consolidaed statement of comprehensive income for a detail analysis of
total comprehensive income for the year.}

Revaluation and other reserves comprise share-based payment reserves, foreign currency translation reserve and asset revaluation reserves. The foreign exchange difference arises on the translation of a foreign joint venture. The

foreign exchange differences arising on the translation of foreign subsidiaries have been transferred to profit or loss during the year ended June 30, 2010, as the foreign subsidiaries were voluntary liquidated.

F-6

DRDGOLD Limited
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended June 30, 2012

2012

2011

2010

Note

R’000

R’000 R’000

CASH FLOWS FROM OPERATING ACTIVITIES
Cash received from sales of precious metals

3,004,264

2,565,319 1,990,522

Cash paid to suppliers and employees

(2,380,681)

(2,249,516) (1,942,786)

Cash generated by operations

623,583

315,803 47,736

Finance income

18,243

13,384 23,436

Dividends received

6,013 -

Finance expenses

(3,382)

(4,975) (4,862)

Income tax paid

(17,308)

(6,212) (12,698)

Net cash inflow from operating activities

621,170

324,013 53,612

CASH FLOWS FROM INVESTING ACTIVITIES

Acquisition of investments

(63,226)

- -

Additions to property, plant and equipment

(333,175)

(317,250) (194,018)

Proceeds on disposal of property, plant and equipment

12,470

4,662 13,873

Environmental trust funds and rehabilitation payments

(19,766)

(22,577) (5,674)

Cash flow on disposal/acquisition of subsidiaries, net of cash

(9,584)

- (40,396)

Cash flow on acquisition/disposal of joint ventures, net of cash

- (166)

Net cash outflow from investing activities

(413,281)

(335,165) (226,381)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from the issue of shares

1,818

- 30,881

Share issue expenses

(555)

(714) (2,043)

Acquisition of treasury shares

(58,228)

- -

Proceeds on disposal of treasury shares

13,478

- -

Advances of loans and borrowings

109,636 -

Repayments of loans and borrowings

(96,194)

(8,332) (2,101)

Dividends paid

(28,872)

(19,244) (18,954)

Net cash (outflow)/inflow from financing activities

(168,553)

81,346 7,783

NET INCREASE/(DECREASE) IN
CASH AND CASH EQUIVALENTS

39,336

70,194 (164,986)

Cash and cash equivalents at beginning of the year

259,112

188,152 352,731

Foreign exchange movements

766 407

Cash and cash equivalents at the end of the year

298,506

259,112 188,152

The accompanying notes are an integral part of these consolidated financial statements.

F-7

NOTES TO THE ANNUAL FINANCIAL STATEMENTS
f or the year ended June 30, 2012

1. ACCOUNTING POLICIES

DRDGOLD Limited (‘the company’) is a company domiciled in South Africa. The consolidated financial statements of the
company for the year ended June 30, 2012 comprise the company and its subsidiaries (together referred to as the group) and the
group’s interests in an associate and a jointly controlled entity.

STATEMENT OF COMPLIANCE

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS)
and its interpretations adopted by the International Accounting Standards Board (IASB).

The financial statements were approved by the Board of Directors on September 17, 2012.

BASIS OF MEASUREMENT

The financial statements are prepared on the historical cost basis, unless otherwise stated.

FUNCTIONAL AND PRESENTATION CURRENCY

The consolidated financial statements are presented in South African Rands, which is the company's functional currency. All
financial information presented in South African Rands has been rounded to the nearest thousand.

USE OF ESTIMATES AND JUDGMENTS

The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
reporting date, and the reported amounts of revenues and expenses during the reporting period. The determination of estimates
requires the exercise of judgment based on various assumptions and other factors such as historical experience, current and
expected economic conditions, and in some cases actuarial techniques. Actual results could differ from those estimates.

The estimates and underlying assumptions are continually evaluated and are based on historical experience and other factors,
including expectations of future events that are believed to be reasonable in the circumstances. Revisions to accounting estimates
are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision
and future periods, if the revision affects both current and future periods.

The judgments that management has applied in the application of accounting policies, and 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:

(a) Recoverable amount of mining assets and depreciation

The recoverable amounts of mining assets are generally determined utilising discounted future cash flows. Management
also considers such factors as the market capitalization of the group, the quality of the individual ore body and the
country risk in determining the recoverable amount. During the year under review, the group calculated a recoverable
amount based on updated life-of-mine plans, a gold price of R441,936 per kilogram (2011: R350,649 per kilogram) in
year one escalating at an average of 5.3% (2011: 6.1%) per year, and a discount rate of 14.4% (2011: 13.9%). At a
10% lower gold price received of R397,742 per kilogram, a R914.8 million impairment would be recognized and at a 8.5
percentage points (59%) increase in the discount rate to 22.9%, the group would begin impairment of the mining assets
(refer to note 10).

The calculation of the units-of-production rate of depreciation could be affected if actual production in the future is
different from current forecast production based on proved and probable Ore Reserves. This would generally arise when
there are significant changes in any of the factors or assumptions used in estimating Ore Reserves. Factors could
include:

· changes in proved and probable Ore Reserves;
· the grade of Ore Reserves may vary significantly from time to time;
· differences between actual commodity prices and commodity price assumptions;
· unforeseen operational issues at mine sites;
· changes in capital, operating, mining processing and reclamation costs, discount rates and foreign exchange rates;
and
· changes in Ore Reserves which could similarly affect the useful lives of assets depreciated on the straight-line basis,
where those lives are limited to the life of the mine.

F-8

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
f or the year ended June 30, 2012

1. ACCOUNTING POLICIES (continued )

USE OF ESTIMATES AND JUDGMENTS (continued)

(b) Valuation of financial instruments

If the value of a financial instrument cannot be obtained from an active market, the group has established fair value by
using valuation techniques. These include the use of recent arm’s-length transactions, reference to other instruments that
are substantially the same, discounted cash flow analysis and option pricing models, refined to reflect the issuer’s
specific circumstances.

(c) Estimate of exposure and liabilities with regard to rehabilitation costs

Estimated provisions for environmental rehabilitation, comprising pollution control rehabilitation and mine closure, are
based on the group’s environmental management plans in compliance with current technological, environmental and
regulatory requirements. An average discount rate of 7.3%, average inflation rate of 5.4% and expected life of mines
according to the life-of-mine plans were utilized in the calculation of the estimated net present value of the rehabilitation
liability (2011: discount rate of 8.5% and inflation rate of 6.0%) (refer note 18).

(d) Estimate of post-retirement medical liability

An actuarial valuation is carried out every three years or in the event that there has been a significant change in an
assumption, number of participants, restructuring, or in the scheme itself. For interim periods between valuations, the
valuation is rolled forward. Assumptions used to determine the liability include a discount rate, health cost inflation rate,
real discount rate, retirement age, spouse age gap, continuation at retirement and proportion married-at-retirement (refer
to note 19).

(e) Estimate of taxation

The group is subject to income tax in South Africa and Zimbabwe. Significant judgment is required in determining
income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during
the ordinary course of business. The group recognizes liabilities for anticipated tax issues based on estimates of whether
additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were
initially recorded, such differences will have an impact on the income tax and deferred tax provisions in the period in
which such determination is made.

(f) Fair value of share-based compensation

The fair value of options granted is determined using the Black-Scholes option pricing model. The significant inputs into
the model are: vesting period and conditions, risk-free interest rate, volatility, market price on date of grant and issue
price of grant. (Refer to notes 17 and 19 for detail on the share option scheme.)

(g) Gold in process

Gold in process in certain plants is estimated based on the metallurgist’s best estimate of the gold content and grade
thereof.

(h) Assessment of contingencies

Contingencies will realize only when one or more future events occur or fail to occur. The exercise of significant
judgment and estimates of the outcome of future events are required during the assessment of the impact of such
contingencies.

(i) Ore Reserves estimate

At the end of each financial year, the estimate of proved and probable Ore Reserves is updated. Depreciation of mining
assets is prospectively adjusted, based on these changes.

Ore Reserves are estimates of the amount of product that can be economically and legally extracted from the group’s
properties. In order to calculate Ore Reserves, estimates and assumptions are required about a range of geological,
technical and economic factors, including but not limited to quantities, grades, production techniques, recovery rates,
production costs, transport costs, commodity demand, commodity prices and exchange rates.

F-9

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
f or the year ended June 30, 2012

1. ACCOUNTING POLICIES (continued )

USE OF ESTIMATES AND JUDGMENTS (continued)

(i) Ore Reserves estimate (continued)

Estimating the quantity and/or grade of Ore Reserves requires the size, shape and depth of ore bodies to be determined
by analyzing geological data such as the logging and assaying of drill samples. This process may require complex and
difficult geological judgments and calculations to interpret the data.

Because the economic assumptions used to estimate Ore Reserves change from period to period and because additional
geological data is generated during the course of operations, estimates of Ore Reserves may change from period to
period. Changes in reported Ore Reserves may affect the group’s financial results and financial position in a number of
ways including the following:

· asset carrying values may be affected due to changes in estimated future cash flows;
depreciation, depletion and amortization charged in profit or loss may change where such charges are determined
by the units-of-production method, or where the useful economic lives of assets change;
· decommissioning, site restoration and environmental provisions may change where changes in estimated Ore
Reserves affect expectations about the timing or cost of these activities; and
· the carrying value of deferred tax assets may change due to changes in estimates of the likely recovery of the tax
benefits.

These adjustments are made prospectively where relevant.

(j) Estimate of deferred taxation

The amount recognized as a deferred tax asset is generally determined utilizing discounted future cash flows aligned to
estimates used in the calculation of depreciation and rehabilitation liabilities. Management considers all factors that
could possibly affect the probability that future taxable profit will be available against which unused tax credits can be
utilized. These factors include profitability of operations and an estimate of the gold price. The amount recognized as a
deferred tax asset is sensitive to the current gold spot price. The amount recognized at June 30, 2012 is based on a future
gold price received of R441,936 per kilogram (2011: R350,649 per kilogram) in year one, escalating at an average of
5.3% (2011: 6.1%) per year.

SIGNIFICANT ACCOUNTING POLICIES

The accounting policies set out below have been applied consistently by all entities in the group to all periods presented, except as
explained below under ‘New standards, interpretations and amendments to standards and interpretations adopted’.

New standards, interpretations and amendments to standards and interpretations adopted

The group adopted the following new standards, amendments to standards and interpretations, which are applicable to the group:

· Revised IAS 24 – Related Party Disclosure
· IFRS 7 amendments – Disclosures – Transfers of Financial Assets

Revised IAS 24 – Related Party Disclosures
The changes introduced in the revised IAS 24 include amendments to the definition of a related party and related party disclosure
requirements for government-related entities. These amendments did not have any effect on the financial position or financial
performance of the group.

IFRS 7 amendments – Disclosures – Transfers of Financial Assets
The amendment introduces new disclosure requirements about transfers of financial assets, including
disclosures for:

· financial assets that are not derecognized in their entirety; and
· financial assets that are derecognized in their entirety but for which the entity retains continuing involvement.

These amendments did not have any effect on the financial position or financial performance of the group.

F-10

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
f or the year ended June 30, 2012

1. ACCOUNTING POLICIES (continued )

New accounting standards

Certain new accounting standards and amendments to accounting standards have been published that have various effective dates.
These new standards and amendments to accounting standards have not been early adopted by the group and a reliable estimate of
the impact of the adoption thereof for the group cannot yet be determined for some standards.

At the date of authorization of these financial statements, the following relevant standards and amendments to accounting
standards were in issue but not yet effective. The group and the group expects to adopt the standards and amendments to
accounting standards when effective:

New accounting standards (continued)

Standard/interpretation Effective date

IAS 1 amendments

Presentation of Items of Other Comprehensive Income

Annual periods commencing on
or after July 1, 2012

IFRS 10

Consolidated Financial Statements

Annual periods commencing on
or after January 1, 2013

(2)

(1)

IFRS 11

Joint Arrangements

Annual periods commencing on
or after January 1, 2013

(2)

IFRS 12

Disclosure of Interests in Other Entities

Annual periods commencing on
or after January 1, 2013

(2)

IFRS 13

Fair Value Measurement

Annual periods commencing on
or after January 1, 2013

(2)

IAS 19 amended 2011

Employee Benefits

Annual periods commencing on
or after January 1, 2013

(3)

IAS 27

Separate Financial Statements (2011)

Annual periods commencing on
or after January 1, 2013

(2)

IAS 28

Investments in Associates and Joint Ventures (2011)

Annual periods commencing on
or after January 1, 2013

(2)

IFRIC 20

Stripping Costs in the Production Phase of a Surface Mine

Annual periods commencing on
or after January 1, 2013

(2)

IAS 32

Offsetting Financial Assets and Financial Liabilities

Annual periods commencing on
or after January 1, 2014

(2)

IFRS 9

Financial Instruments

Annual periods commencing on
or after January 1, 2015

(2)

(1)     No material impact.
(2)     The impact is not known or estimable.
(3)     The group’s accounting policy is to recognize actuarial gains/losses in profit or loss. When the amendments come into effect the

accounting policy will have to be changed to recognize the actuarial gains/losses in other comprehensive income. The impact of the
other amendments has not been assessed.

F-11

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
f or the year ended June 30, 2012

1. ACCOUNTING POLICIES (continued )

Each of these standards and interpretations is described briefly below:

IAS 1 amendments – Presentation of Items of Other Comprehensive Income
The amendments:

· require that an entity presents separately the items of other comprehensive income that would be reclassified to profit
or loss in the future if certain conditions are met, from those that would never be classified to profit or loss; and
· change the title of the statement of comprehensive income to the statement of profit or loss and other comprehensive
income. An entity, however, is still allowed to use other titles.

The amendments do not address which items are presented in other comprehensive income or which items need to be reclassified.
The requirements of other IFRSs continue to apply in this regard. The group would have to present the revaluation reserve and
foreign exchange translation reserve separately from other items in other comprehensive income.

IFRS 10 – Consolidated Financial Statements
IFRS 10 introduces a new approach to determining which investees should be consolidated and provides a single model to be
applied in the control analysis for all investees.

An investor controls an investee when:

· it is exposed or has rights to variable returns from its involvement with that investee;
· it has the ability to affect those returns through its power over that investee; and
· there is a link between power and returns.

Control is reassessed as facts and circumstances change.

IFRS 11 – Joint Arrangements
IFRS 11 focuses on the rights and obligations of joint arrangements, rather than the legal form (as is currently the case) and it:

· distinguishes joint arrangements between joint operations and joint ventures; and
· always requires the equity method for jointly controlled entities that will now be called joint ventures (to the extent that
the classification requirements are met). The choice of using the equity method or proportionate consolidation is
removed.

IFRS 11 supersedes IAS 31 and SIC-13 Jointly Controlled Entities – Non-Monetary Contributions by Venturers.

IFRS 12 – Disclosure of Interests in Other Entities
IFRS 12 contains the disclosure requirements for entities that have interests in subsidiaries, joint arrangements (that is, joint
operations or joint ventures), associates and/or unconsolidated structured entities, aiming to provide information to enable users
to evaluate:

· the nature of, and risks associated with, an entity’s interests in other entities; and
· the effects of those interests on the entity’s financial position, financial performance and cash flows.

IFRS 13 – Fair Value Measurement
IFRS 13 replaces the fair value measurement guidance contained in individual IFRSs with a single source of fair value
measurement guidance. It defines fair value, establishes a framework for measuring fair value and sets out disclosure
requirements for fair value measurements. It explains how to measure fair value when it is required or permitted by other IFRSs.
It does not introduce new requirements to measure assets or liabilities at fair value, nor does it eliminate the applicability of
exceptions to fair value measurements that currently exist in certain standards.

IAS 19 amended 2011 – Employee Benefits
The amended IAS 19 includes the following requirements:

· actuarial gains and losses are recognized immediately in other comprehensive income; this change will remove the
corridor method and eliminate the ability for entities to recognize all changes in the defined benefit obligation and in
plan assets in profit or loss, which currently is allowed under IAS 19; and
· expected return on plan assets recognized in profit or loss is calculated based on the rate used to discount the defined
benefit obligation.

F-12

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
f or the year ended June 30, 2012

1. ACCOUNTING POLICIES (continued)

New accounting standards (continued)

IAS 27 – Separate Financial Statements
IAS 27 (2011) supersedes IAS 27 (2008). IAS 27 (2011) carries forward the existing accounting and disclosure requirements for
separate financial statements, with some minor clarifications.

IAS 28 – Investments in Associates and Joint Ventures
IAS 28 (2011)supersedes IAS 28 (2008)and makes the following amendments:

· IFRS 5 applies to an investment, or a portion of an investment, in an associate or a joint venture that meets the criteria to
be classified as held-for-sale; and
· on cessation of significant influence or joint control, even if an investment in an associate becomes an investment in a
joint venture or vice versa, the entity does not remeasure the retained interest.

IFRIC 20 – Stripping Costs in the Production Phase of a Surface Mine
The interpretation sets out principles for the recognition of production stripping costs in the statement of financial position. It is
recognized that some production stripping in surface mining activity will benefit production in future periods and sets out criteria
for capitalizing such costs.

IAS 32 – Offsetting Financial Assets and Financial Liabilities
The amended IAS 32 requires disclosure of the actual and potential effects of netting arrangements on the entity’s financial
positioning – clarifies current offsetting criteria and addresses inconsistencies in their application.

IFRS 9 – Financial Instruments
IFRS 9 deals with classification and measurement of financial assets and will replace the relevant sections of IAS 39.

Classification
The standard requires that financial assets be classified as either measured at:

· amortised cost; or
· fair value.

A financial asset is measured at amortized cost if:

· the objective of the business model is to hold assets in order to collect contractual cash flows; and
· the contractual terms give rise, on specified dates, to cash flows that are solely payments of principal and interest on the
principal outstanding.

All other financial assets are measured at fair value, with fair value changes recognized in profit or loss. The standard eliminates
the existing IAS 39 categories of held-to-maturity, available-for-sale and loans and receivables. Classification takes place on
initial recognition and subsequent changes are expected to be rare and subject to certain conditions. Embedded derivatives are no
longer separated from hybrid contracts that have a financial asset host. Instead, the entire hybrid contract is assessed for
classification using the principles above. IAS 39 continues to apply to derivatives embedded in financial liabilities.

Fair value options
An entity may designate a financial instrument on initial recognition as measured at fair value through profit or loss only if it
eliminates or significantly reduces a measurement or recognition inconsistency (accounting mismatch).

Investments in equity instruments
Investments in equity instruments are generally measured at fair value with gains and losses recognized in profit or loss. For an
investment in an equity instrument that is not held-for-trading, an entity may on initial recognition elect to present all fair value
changes from the investment in other comprehensive income (OCI). No amount recognized in OCI is ever reclassified to profit or
loss at a later date. Dividends on such investments are recognized in profit or loss, rather than OCI, in accordance with
IAS 18 Revenue unless they clearly represent a recovery of the cost of the investment.

IFRS 9 eliminates the exception in IAS 39 that allows investments in unquoted equity instruments, and related derivatives, for
which a fair value cannot be determined reliably, to be measured at cost. These instruments are now measured at fair value
although the standard notes that in some limited circumstances cost may be an appropriate estimate of fair value. The guidance in
IAS 39 on impairments of financial assets and on hedge accounting continues to apply. However, as a result of the simplified
classification requirements, the numerous impairment methods in IAS 39 have been reduced to a single impairment method.

F-13

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
f or the year ended June 30, 2012

1. ACCOUNTING POLICIES (continued)

New accounting standards (continued)

IFRS 9 – Financial Instruments (continued)

Financial liabilities
Under IFRS 9, the classification and measurement requirements of financial liabilities are the same as per IAS 39, except for the
following two aspects:

· fair value changes for financial liabilities (other than financial guarantees and loan commitments) designated at fair
value through profit or loss, that are attributable to the changes in the credit risk of the liability, will be presented in
OCI. The remaining amount of the fair value change is recognized in profit or loss. However, if this
requirement creates or enlarges an accounting mismatch in profit or loss, then the whole fair value change is
presented in profit or loss. The determination as to whether such presentation would create or enlarge an accounting
mismatch is made on initial recognition and is not subsequently reassessed.
· Under IFRS 9 derivative liabilities that are linked to and must be settled by delivery of an unquoted equity instrument
whose fair value cannot be reliably measured, are measured at fair value.

IFRS 9 incorporates the guidance in IAS 39 dealing with fair value measurement and accounting for derivatives embedded in a
host contract that is not a financial asset, as well as the requirements of IFRIC 9 Reassessment of Embedded Derivatives.

BASIS OF CONSOLIDATION

Subsidiaries

Subsidiaries are entities controlled by the group. Control exists when the group has the power, directly or indirectly, to govern the
financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights
that are currently exercisable or convertible are taken into account. The financial statements of subsidiaries are included in the
consolidated financial statements from the date that control commences until the date that control ceases.

Changes in the group’s interest in a subsidiary which do not lead to loss of control are recorded as a transaction with equity
owners in their capacity as equity owners and no profit or loss is recognized. Subsequent changes to an exercise price of an option
or forward price forming part of the aforementioned transaction is recognized in profit or loss. When control is lost, the gain or
loss is recognized in profit or loss and any remaining interest is recorded at the fair value on the transaction date, which is deemed
to be the cost price, and, depending on the nature of the remaining investment, is either recognized as an associate, joint venture
or as a financial instrument.

Subsidiaries with a year-end on a date other than June 30 are included in the consolidated financial statements using the most
recent financial results with no more than a three-month difference if it is impracticable to prepare financial statements at the
group reporting date. Adjustments are made for material transactions and events between the group and subsidiary in the
intervening period.

The accounting policies of subsidiaries have been changed, where necessary, to align them with the policies adopted by the group.

Special purpose entities

The group has established a special purpose entity for investment purposes. A special purpose entity is consolidated if, based on
evaluation of the substance of its relationship with the group and the special purpose entity’s risks and rewards, the group
concludes that it controls the special purpose entity. The special purpose entity controlled by the group was established under
terms that impose strict limitations on the decision-making powers of the special purpose entity’s management and that result in
the group receiving the majority of the benefits related to the special purpose entity’s operations and net assets, being exposed to
the majority of risks incident to the special purpose entity’s activities, and retaining the majority of the residual or ownership
risks relating to the special purpose entity or its assets.

F-14

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
f or the year ended June 30, 2012

1. ACCOUNTING POLICIES (continued)

BASIS OF CONSOLIDATION (continued)

Associates

Associates are those entities in which the group has significant influence, but not control, over the financial and operating
policies. Significant influence is presumed to exist when the group holds between 20% and 50% of the voting power of another
entity. Associates are accounted for using the equity method and are initially recognized at cost. The group's investment in
associates includes goodwill identified on acquisition and is presented net of any accumulated impairment losses. The
consolidated financial statements include the group's share of the total recognized income and expenses and equity movements of
associates, after adjustments to align the accounting policies with those of the group, from the date that significant influence
commences until the date that significant influence ceases.

When the group's share of losses exceeds its interest in an associate, the group's carrying amount is reduced to nil and recognition
of further losses is discontinued except to the extent that the group has incurred legal or constructive obligations or made
payments on behalf of an associate.

Joint ventures

Jointly controlled entities are those entities for which the group has joint control over their activities. They are established by
contractual agreement and require unanimous consent for strategic financial and operating decisions. The consolidated financial
statements include the group’s proportionate share of the entities’ assets, liabilities, revenue and expenses, with items of a similar
nature on a line-by-line basis, from the date that joint control commences until the date that joint control ceases.

Transactions eliminated on consolidation

Intra-group balances, transactions and any unrealized gains and losses or income and expenses arising from intra-group
transactions, are eliminated in preparing the consolidated financial statements. Unrealized gains arising from transactions with
associates and jointly controlled entities are eliminated to the extent of the group's interest in the entity. Unrealized losses are
eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.

Acquisitions from entities under common control

Business combinations arising from transfers of interests in entities that are under the control of the shareholder which controls
the group are accounted for as if the acquisitions had occurred at the beginning of the earliest comparative year presented or, if
later, at the date that common control was established. For this purpose comparatives are restated. The assets and liabilities
acquired are recognized at the carrying amounts recognized previously in the group controlling shareholder’s consolidated
financial statements. Any excess (shortfall) of the purchase consideration over the net asset value acquired is recognized in equity
as a notional distribution to (contribution by) owners.

Allocation of losses to non-controlling interests

In the absence of an agreement with non-controlling interest shareholders’ applicable losses in subsidiaries are allocated to non-
controlling interest even if doing so causes the non-controlling interest to have a deficit balance.

F-15

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
f or the year ended June 30, 2012

1. ACCOUNTING POLICIES (continued)

FOREIGN CURRENCY

Functional currency

The functional currency is the currency of the primary economic environment in which the entity operates. This is determined by
all companies in the group after analyzing all sources and influences of various currencies on their respective financial position
and performance, in order to establish the currency with the most dominant influence as its functional currency.

Each entity in the group has determined its own functional currency in accordance with the above process. The functional
currency of the company is the South African Rand.

Foreign currency transactions

Transactions in foreign currencies undertaken by group entities are translated at the foreign exchange rates ruling at the dates of
these transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the
functional currency at the foreign exchange rate ruling at that date. Non-monetary assets and liabilities that are measured in terms
of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets
and liabilities denominated in foreign currencies, measured at fair value, are translated at foreign exchange rates ruling at the date
that the fair value was determined. Foreign exchange differences arising on translation are recognized in profit or loss.

Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated
into South African Rands at the foreign exchange rates ruling at the reporting date. The revenues and expenses of foreign
operations are translated to South African Rands at rates approximating the foreign exchange rates ruling at the dates of the
transactions. Foreign exchange differences arising on retranslation are recognized in other comprehensive income and presented
within equity in the foreign exchange translation reserve. When a foreign operation is disposed of the relevant amount in the
foreign exchange translation reserve is transferred to profit or loss as part of the profit or loss on disposal. On partial disposal of a
subsidiary that includes a foreign operation, the relevant portion of such cumulative amount is reattributed to non-controlling
interest.

Net investment in foreign operations

Foreign exchange gains and losses arising from a monetary item receivable from or payable to a foreign operation, the settlement
of which is neither planned nor likely in the foreseeable future, are considered to form part of a net investment in a foreign
operation and are recognized in other comprehensive income and presented within equity in the foreign exchange translation
reserve in the consolidated financial statements.

F-16

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
f or the year ended June 30, 2012

1. ACCOUNTING POLICIES (continued)

FINANCIAL INSTRUMENTS

Financial instruments recognized in the statement of financial position include investments, available-for-sale financial
instruments, trade and other receivables, cash and cash equivalents, long- and short-term interest-bearing borrowings, trade and
other payables and bank overdrafts. Financial instruments are initially recognized at fair value and include any directly
attributable transaction costs, except those financial instruments measured at fair value through profit or loss. Subsequent to initial
recognition, financial instruments are measured as described below.

Financial assets and liabilities are off-set and the net amount presented in the statement of financial position when, and only
when, the group or company has the legal right to off-set the amounts, and intends either to settle on a net basis, or to realize the
assets and settle the liabilities simultaneously.

Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire or to the extent that
the group or company transfers substantially all the risks and rewards of ownership of the financial asset. Financial liabilities are
derecognized when the obligation specified in the contract is discharged or cancelled or has expired. Any gain or loss on
derecognition is taken to profit or loss.

Loans and receivables

Loans and receivables
Loans and receivables (which include trade and other receivables) are measured at amortized cost, using the effective interest
method, less any impairment losses.

Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, demand deposits, and highly liquid investments which are readily convertible
to known amounts of cash and subject to insignificant risk of changes in value. Subsequent to initial recognition, cash and cash
equivalents are measured at amortized cost, which is equivalent to their fair value. Bank overdrafts that are repayable on demand
and form an integral part of the group’s cash management are included as a component of cash and cash equivalents for the
purpose of the statement of cash flows. Cash and cash equivalents include restricted cash which are short term in nature.
Restricted cash which is long term in nature is classified as non-current and is similar in nature to rehabilitation trust funds.
Restricted cash would typically be long term in nature when it is expected not to be able to be utilized for at least 12 months after
the reporting date.

Available-for-sale financial assets

The group's investments in equity securities and certain debt securities are classified as available-for-sale financial assets.
Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses and foreign
exchange gains and losses on available-for-sale monetary items, are recognized in other comprehensive income and presented
within equity in the revaluation and other reserves. When an investment is derecognized, the cumulative gain or loss in other
comprehensive income is transferred to profit or loss.

Other liabilities

Interest-bearing borrowings
Interest-bearing borrowings (including preference share liabilities) are subsequently measured at amortized cost with any
difference between the initial amount and the redemption value being recognized in profit or loss over the period of the
borrowings on an effective interest basis. If the group revises its estimates of payments, the carrying amount of the liability is
adjusted to reflect actual and revised estimated cash flows. The carrying amount is recalculated by computing the current value of
estimated future cash flows at the liability's original effective interest rate. The adjustment is recognized as income or expense in
profit or loss.

Trade and other payables
Subsequent to initial recognition, trade and other payables are measured at amortized cost, using the effective interest method.

F-17

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
f or the year ended June 30, 2012

1. ACCOUNTING POLICIES (continued)

PROPERTY, PLANT AND EQUIPMENT

Owned assets

The group's property, plant and equipment consist mainly of mining assets which comprise mining property and development
(including mineral rights), mine plant facilities, exploration assets and equipment and vehicles.

Development costs, which are capitalized, consist primarily of expenditure that gives access to proved and probable Ore
Reserves. Capitalized development costs include expenditure incurred to develop new ore bodies, to define future mineralization
in existing ore bodies and to expand the capacity of a mine. Mine development costs to maintain production are expensed as
incurred. Where funds have been borrowed specifically to finance a project, the amount of interest capitalized represents the
actual borrowing costs incurred (refer to accounting policy on borrowing costs capitalized). Mine development costs capitalized
include acquired proved and probable Ore Reserves at the acquisition date.

Exploration and evaluation costs, including the costs of acquiring licenses, property and qualifying borrowing costs, are
capitalized as exploration assets on a project-by-project basis, pending determination of the technical feasibility and commercial
viability of the project. The capitalized costs are presented as tangible assets according to the nature of the assets acquired. When
a license is relinquished or a project is abandoned, the related costs are recognized in profit or loss immediately. Pre-license costs
are recognized in profit or loss as incurred.

Items of property, plant and equipment are measured at cost, less accumulated depreciation and accumulated impairment losses.

Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes
the cost of materials and direct labor, any other costs directly attributable to bringing an asset to a working condition for its
intended use, as well as the costs of dismantling and removing an asset and restoring the site on which it is located.

Where parts of an item of property, plant and equipment, with costs that are significant in relation to the total cost of the item,
have different useful lives, they are accounted for as separate items of property, plant and equipment.

Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the net proceeds from
disposal with the carrying amount of property, plant and equipment, and are recognized in profit or loss. When assets are sold
which have been revalued on acquisition for consolidation purposes, the amounts included in the revaluation reserve are
transferred to retained earnings (refer note 17).

Leased assets

Leases in terms of which the group assumes substantially all the risks and rewards of ownership are classified as finance leases.
Upon initial recognition, the leased asset and liability are measured at amounts equal to the lower of the fair value of the leased
asset and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in the
same manner as owned property, plant and equipment.

Subsequent costs

The group recognizes in the carrying amount of an item of property, plant and equipment, the cost of replacing part of an item
when that cost is incurred, if it is probable that the future economic benefits embodied within the part will flow to the group and
the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other costs are
recognized in profit or loss as an expense as incurred.

F-18

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
f or the year ended June 30, 2012

1. ACCOUNTING POLICIES (continued)

PROPERTY, PLANT AND EQUIPMENT (continued)

Depreciation

Depreciation of mining properties (including mineral rights), mine development and mine plant facilities relating to underground
operations are computed using the units-of-production method based on estimated proved and probable Ore Reserves, which are
calculated using the group’s life-of-mine business plans and a gold price at the end of each financial year. Proved and probable
Ore Reserves reflect estimated quantities of economically recoverable reserves which can be recovered in the future from known
mineral deposits. Exploration assets that are available for use are depreciated over their estimated useful lives. Changes in
management’s estimates of the quantities of the economically recoverable reserves impact depreciation on a prospective basis.
The prevailing market price of gold at the end of the financial year was R306,081, R328,155 and R408,381 per kilogram for the
fiscal years ended June 30, 2010, 2011 and 2012, respectively.

Other assets are depreciated using the straight-line basis over the estimated useful lives of each part of an item of property, plant
and equipment. Leased assets are depreciated over the shorter of the lease term and their estimated useful lives, unless it is
reasonably certain that the group will obtain ownership by the end of the lease term. Land is not depreciated.

The current estimated useful lives for the current and comparative periods are:

•

mining properties – life of mine for each operation, currently between 3 (2011: 7 and 2010: 5) and 11 (2011: 30 and
2010: 27) years;

•

mine development – life of mine for each operation, currently between 3 (2011: 7 and 2010: 5) and 11 (2011: 30
and 2010: 27) years;

•

mine plant facilities – life of mine for each operation, currently between 3 (2011: 7 and 2010: 5) and 11 (2011: 30
and 2010: 27) years; and

•

equipment and vehicles – 3 to 5 years.

The residual values, estimated useful lives and depreciation methods are reassessed annually and adjusted if appropriate.

INTANGIBLE ASSETS

Acquisitions and goodwill arising thereon

The group measures goodwill as the fair value of the consideration transferred, including the recognized amount of any non-
controlling interest in the acquiree, less the net recognized amount (generally fair value) of the identifiable assets acquired and
liabilities assumed, all measured as of the acquisition date. In the case of a bargain purchase, the resulting gain is recognized in
profit or loss on the acquisition date. Goodwill relating to equity-accounted investments is included within the carrying value of
the investment and tested for impairment when indicators exist.

When the company already has control, acquisitions of non-controlling interests are accounted for as transactions with equity
holders in their capacity as equity holders and therefore no goodwill is recognized as a result of such transactions.

Goodwill relating to subsidiaries is tested annually for impairment and measured at cost less accumulated impairment losses.
Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. Goodwill is
allocated to cash-generating units for the purposes of impairment testing.

IMPAIRMENT

Financial assets

A financial asset is assessed at each reporting date to determine whether there is any objective evidence (e.g. delinquency of a
debtor and indications that a debtor will enter bankruptcy) that it is impaired. A financial asset is considered to be impaired if
objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset.

Financial assets measured at amortized cost

An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying
amount and the present value of the estimated future cash flows discounted at the original effective interest rate, that is, the
effective interest rate computed at initial recognition of these financial assets.

F-19

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

1. ACCOUNTING POLICIES (continued)

IMPAIRMENT (continued)

Available-for-sale financial assets

An impairment loss in respect of an available-for-sale financial asset is calculated by reference to its fair value. When a decline in
the fair value of an available-for-sale financial asset has been recognized directly in other comprehensive income, and there is
objective evidence (e.g. significant or prolonged decline in the fair value below the cost of the investment) that the asset is
impaired, the cumulative loss that had been recognized in other comprehensive income is recognized in profit or loss even though
the financial asset has not been derecognized. The amount of the cumulative loss that is recognized in profit or loss is the
difference between the acquisition cost and current fair value, less any impairment loss on that financial asset previously
recognized in profit or loss. Financial assets that are individually significant are tested for impairment on an individual basis. The
remaining financial assets are assessed collectively in groups that share similar credit risk characteristics. All impairment losses
are recognized in profit or loss.

An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was
recognized. For financial assets measured at amortized cost and available-for-sale financial assets that are debt securities, the
reversal is recognized in profit or loss. For available-for-sale financial assets that are equity securities, the reversal is recognized
in other comprehensive income.

Non-financial assets

The carrying amounts of the group's assets, other than inventories and deferred tax assets are reviewed at each reporting date to
determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is estimated.

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In
assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the asset. Future cash flows are estimated
based on quantities of recoverable minerals, expected gold prices, production levels and cash costs of production, all based on life
of mine business plans. The term "recoverable minerals" means proved and probable Ore Reserves which are calculated using our
life of mine business plans and a gold price at the end of each financial year. The prevailing market price of gold at the end of the
financial year was R306,081, R328,155 and R408,381 per kilogram for the fiscal years ended June 30, 2010, 2011 and 2012,
respectively. For purposes of impairment testing, assets are grouped together into the smallest group of assets which generates
cash flows from continuing use that is largely independent of the cash inflows of other assets or groups of assets (‘cash-generating
units’).

An impairment loss is recognized directly against the carrying amount of the asset whenever the carrying amount of an asset, or
its cash-generating unit, exceeds its recoverable amount. Impairment losses are recognized in profit or loss. Impairment losses
recognized in respect of cash-generating units are allocated to the carrying amounts of the assets in the unit (group of units) on a
pro rata basis. Impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss
has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the
recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the
carrying amount that would have been determined, net of depreciation, if no impairment loss had been recognized.

Exploration assets

Exploration assets are assessed for impairment if facts and circumstances suggest that the carrying amount exceeds the
recoverable amount. For purposes of impairment testing, exploration assets are allocated to cash-generating units consistent with
the determination of reportable segments. The technical feasibility and commercial viability of extracting a Mineral Resource is
considered to be determinable when proved and probable Ore Reserves are determined to exist. Upon determination of Ore
Reserves, exploration assets attributable to those Reserves are first tested for impairment and then reclassified from exploration
assets to a separate category within tangible assets. Expenditure deemed to be unsuccessful is recognized in profit or loss
immediately.

INVENTORIES

Gold in process is stated at the lower of cost and net realizable value. Costs are assigned to gold in process on a weighted average
cost basis. Costs comprise all costs incurred to the stage immediately prior to smelting, including costs of extraction and
processing as they are reliably measurable at that point. Selling, refining and general administration costs are excluded from
inventory valuation.

F-20

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

1. ACCOUNTING POLICIES (continued)

INVENTORIES (continued)

Consumable stores are stated at the lower of cost and net realizable value. Cost of consumables is based on the weighted average
cost principle and includes expenditure incurred in acquiring inventories and bringing them to their existing location and
condition.

Bullion is stated at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary
course of business, less the estimated cost of completion and selling expenses.

TAXATION

Income tax expense comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it
relates to a business combination, or to items recognized directly in equity or other comprehensive income.

Current taxation

Current taxation is the expected tax payable on the taxable income for the year, using tax rates enacted, or substantively enacted,
at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred taxation

Deferred taxation is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts recognized for taxation purposes. Deferred tax is not recognized for the following
temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that
affects neither accounting nor taxable profit; and differences relating to investments in subsidiaries and jointly controlled entities
to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognized for
taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are
expected to be applied to the temporary differences, based on the expected manner of realization or settlement of the carrying
amount of assets and liabilities, and based on the laws that have been enacted or substantively enacted by the reporting date.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, if these
relate to income taxes levied by the same tax authority on the same taxable entity or on different tax entities; if the company
intends to settle current tax liabilities and assets on a net basis; or if their tax assets and liabilities will be realized simultaneously.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which
the temporary difference can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that
it is no longer probable that the related tax benefit will be realized.

Additional income taxes that arise from the distribution of dividends, such as secondary tax on companies (STC), are recognized
at the same time as the liability to pay the related dividend is recognized. STC has been replaced by dividends tax with effect
from April 1, 2012. Dividends tax transfers the liability for taxes on the distribution of dividends on the beneficial owner of the
shares. The company or authorized intermediary is required to withhold the tax and pay it over to the South African Receiver of
Revenue.

SHARE CAPITAL

Ordinary share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognized as a
deduction from equity, net of any tax effect.

Preference share capital

Preference share capital is classified as equity if it is non-redeemable, or redeemable only at the company's option, and any
dividends are discretionary. Dividends on preference share capital classified as equity are recognized as distributions within
equity. Preference share capital is classified as a liability if it is redeemable on a specified date or at the option of the
shareholders, or if dividend payments are not discretionary. Dividends thereon are recognized as interest expense in profit or loss
as accrued.

Dividends

Dividends are recognized as a liability in the period in which they are declared.

F-21

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

1. ACCOUNTING POLICIES (continued)

EMPLOYEE BENEFITS

Defined contribution plans

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate
entity and has no legal or constructive obligation to pay further amounts. Pension plans, which are multi-employer plans in the
nature of defined contribution plans, are funded through monthly contributions to these defined contribution plans. Obligations
for contributions are recognized as an employee benefit expense in profit or loss as incurred.

Long-service benefits

The group makes long-service bonus payments (long-service awards) for certain eligible employees, under the Chamber of Mines
of South Africa Long Service Award Scheme. The amount of the award is based on both the employee's skill level and years of
service with gold mining companies that qualify for the scheme. The obligation is accrued over the service life of the employees
and is calculated using a projected unit credit method. Any actuarial gains or losses are recognized in profit or loss in the period in
which they arise.

Share-based payment transactions

The group grants share options to certain employees under an employee share plan to acquire shares of the company. The fair
value of options granted is recognized as an employee expense with a corresponding increase in equity. The fair value is
measured at grant date and spread over the period during which the employees become unconditionally entitled to the options.
The fair value of the options granted is measured using the Black-Scholes option pricing model, taking into account the terms and
conditions upon which the options were granted. The amount recognized as an expense is adjusted to reflect the actual number of
share options that vest, except where forfeiture is only due to market conditions such as share prices not achieving the threshold
for vesting.

Post-retirement medical benefits

Post-retirement medical benefits in respect of qualifying employees are recognized as an expense over the expected remaining
service lives of relevant employees and the remaining life expectancies of retirees. The group has an obligation to provide
medical benefits to certain of its pensioners and dependants of ex-employees. These liabilities are provided in full, calculated on
an actuarial basis and discounted using the projected unit credit method. The discount rate is the yield at the reporting date on
corporate bonds that have maturity dates approximating the terms of the group's obligations and that are denominated in the same
currency in which the benefits are expected to be paid. Periodic valuation (currently every three years) of these obligations is
carried out by independent actuaries using appropriate mortality tables, long-term estimates of increases in medical costs and
appropriate discount rates. The fair value of any plan assets is deducted. Actuarial gains and losses are recognized immediately in
profit or loss. When the calculation results in a benefit to the group, the recognized asset is limited to the net total of any
unrecognized past service costs and the present value of any future refunds from the plan or reductions in future contributions to
the plan.

When the benefits of a plan are improved, the portion of the increased benefit relating to past service by employees is recognized
in profit or loss on a straight-line basis over the average period until the benefits become vested. To the extent that the benefits
vest immediately, the expense is recognized immediately in profit or loss.

Termination benefits

Termination benefits are recognized as an expense when the group is demonstrably committed, without realistic possibility of
withdrawal, to a formal detailed plan to either terminate employment before the normal retirement date, or to provide termination
benefits as a result of an offer made to encourage voluntary redundancy. Termination benefits for voluntary redundancies are
recognized as an expense if the group has made an offer for voluntary redundancy, it is probable that the offer will be accepted,
and the number of acceptances can be estimated reliably. If benefits are payable more than 12 months after the reporting period,
they are discounted to their present value.

PROVISIONS

A provision is recognized in the statement of financial position when the group has present legal or constructive obligations
resulting from past events that can be estimated reliably and it is probable that an outflow of economic benefits will be required to
settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current
market assessments of the time value of money and, where appropriate, the risks specific to the liability.

F-22

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

1. ACCOUNTING POLICIES (continued)

PROVISIONS (continued)

Decommissioning liabilities

The provision for decommissioning represents the cost that will arise from rectifying damage caused before production
commenced. Accordingly, an asset is recognized and included within mining properties. Decommissioning liabilities are
measured at the present value of the expenditures expected to settle the obligation, using estimated cash flows based on current
prices. The unwinding of the decommissioning obligation is included in profit or loss. Estimated future costs of decommissioning
obligations are reviewed regularly and adjusted as appropriate for new circumstances or changes in law or technology. Changes in
estimates are capitalized or reversed against the relevant asset. Gains or losses from the expected disposal of assets are not taken
into account when determining the provision.

Restoration liabilities

The provision for restoration represents the cost of restoring site damage after the start of production. Increases in the provision
are recognized in profit or loss as a cost of production. Gross restoration liabilities are estimated at the present value of the
expenditures expected to settle the obligation.

Rehabilitation trust funds

Annual contributions are made to dedicated rehabilitation trust funds to cover the estimated cost of rehabilitation during and at the
end of the life of the relevant mine. These contributions are recognized as a right to receive reimbursement from the fund and
measured at the lower of the amount of the decommissioning obligation recognized and the fair value of the fund assets. Changes
in the carrying value of the fund assets, other than contributions to and payments from the fund, are recognized in profit or loss.

REVENUE RECOGNITION

Gold bullion and by-products

Revenue from the sale of gold bullion and by-products is measured at the fair value of the consideration received or receivable.
Revenue is recognized in profit or loss when the significant risks and rewards of ownership have been transferred to the buyer,
recovery of the consideration is probable, the associated costs can be estimated reliably, there is no continuing management
involvement with the goods, and the amount of revenue can be measured reliably.

Government grants

Government grants are not recognized until there is reasonable assurance that the entity will comply with the conditions attaching
to them and the grant will be received. Grants that compensate the group for expenses incurred are recognized in profit or loss as
a deduction against the related expense.

Finance income

Finance income includes dividends received, interest received, growth in the environmental rehabilitation trust funds, net gains on
financial instruments measured at amortized cost, net foreign exchange gains, and other profits and losses arising on disposal of
investments.

Dividends are recognized when the group's right to receive payment is established. Interest is recognized on a time proportion
basis taking account of the principal outstanding and the effective rate to maturity on the accrual basis.

EXPENSES

Operating lease payments

Payments made under operating leases are recognized in profit or loss on a straight-line basis over the period of the lease.

Finance lease payments

Minimum lease payments are apportioned between the finance charge and the reduction of the outstanding liability. The finance
charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining
balance of the liability.

F-23

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

1. ACCOUNTING POLICIES (continued)

EXPENSES (continued)

Finance expenses

Finance expenses comprise interest payable on borrowings calculated using the effective interest method, unwinding of the
discount of the provision for environmental rehabilitation, net foreign exchange losses, net losses on financial instruments
measured at amortized cost, and interest on finance leases.

Borrowing costs capitalized

Interest on borrowings relating to the financing of qualifying major capital projects under construction is capitalized during the
construction phase as part of the cost of the project. Such borrowing costs are capitalized over the period during which the asset is
being acquired or constructed and borrowings have been incurred. Capitalization ceases when construction is interrupted for an
extended period or when the asset is substantially complete. Other borrowing costs are expensed as incurred.

SEGMENT REPORTING

Operating segments are identified on the basis of internal reports that the group’s Chief Operating Decision Maker (CODM)
reviews regularly in allocating resources to segments and in assessing their performance. The CODM for the group has been
identified as the group’s Executive Committee. Reportable segments are identified based on quantitative thresholds of revenue,
profit or loss, and assets. The amounts disclosed for each reportable segment are the measures reported to the CODM, which are
not necessarily based on the same accounting policies as the amounts recognized in the financial statements. Aggregation of
operating segments is implemented where disclosure of information enables users of the group’s financial statements to evaluate
the nature and effects of the business activities in which it engages and the economic environment in which it operates, where the
operating segments have characteristics so similar that they can be expected to have essentially the same future prospects and
where they are similar in the following respects:

· the nature of products and services;
· the nature of the production process;
· the type or class of customer for their products and services;
· the methods used to distribute their products or provide their services; and
· if applicable, the nature of the regulatory environment.

NON-CURRENT ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS

A held-for-sale asset is classified as such if it is a non-current asset, or disposal group comprising assets and liabilities, that is
expected to be recovered primarily through sale rather than through continuing use. Immediately before classification as held-for-
sale, the assets (or components of a disposal group) are remeasured in accordance with the group's accounting policies.
Thereafter, the non-current assets or disposal groups are measured at the lower of carrying amount and fair value less costs to sell.
Impairment losses on initial classification as held-for-sale are included in profit or loss. The same applies to gains and losses on
subsequent measurement. Gains are not recognized in excess of any cumulative impairment loss.

A discontinued operation in the group is a component of the group's business that represents a separate major line of business, a
geographical area of operations which has been disposed of or is held-for-sale, or a subsidiary acquired exclusively for resale.
When an operation is classified as a discontinued operation, the comparative statement of comprehensive income is restated as if
the operation had been discontinued from the start of the comparative period.

EARNINGS OR LOSS PER SHARE

The group presents basic and diluted earnings per share data for its ordinary shares. Basic earnings or loss per share is calculated
based on the net profit or loss after taxation for the year attributable to ordinary shareholders of the company, divided by the
weighted average number of ordinary shares in issue during the year. Diluted earnings or loss per share is presented when the
inclusion of ordinary shares that may be issued in the future, which comprise share options granted to employees, has a dilutive
effect on earnings or loss per share.

F-24

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

2. OPERATING SEGMENTS

During the year ended June 30, 2012, the group combined the Crown Gold Recoveries Proprietary Limited (Crown) and
ErgoGold segments into one segment called Ergo and the comparatives have been restated to this effect. The change was brought
about by linking the respective operations by the Crown/Ergo pipeline which was successfully completed during the year ended
June 30, 2012. During the year ended June 30, 2012, the group had two reportable segments, as described below, which were the
group’s strategic divisions. The strategic divisions reflect different operational locations reported on separately to the executive
committee (CODM). The group’s revenue stream consists of the sale of gold bullion.

The following summary describes the operations in each of the group’s reportable operating segments:

· Blyvoor: incorporates the Doornfontein mine, situated on the north-western edge of the Witwatersrand basin. The mine
has underground and surface operations. Blyvoor was disposed of during the year ended June 30, 2012 and the segment
therefore reflect the results of Blyvoor until the effective date of June 1, 2012 (refer to note 12).
· Ergo: is a surface retreatment operation and treats old slime and sand dumps to the south of Johannesburg’s central
business district as well as the east and central Rand goldfields. The operation consists of four plants: Brakpan, Crown
(now decommissioned), City and Knights. Included in the Ergo segment is the East Rand Proprietary Mines Limited
(ERPM) surface operation comprising the Cason retreatment operation. Ergo is evaluating the viability of processing
surface uranium-and sulphur-bearing tailings on the east and central Rand goldfields of South Africa.

F-25

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

2. OPERATING SEGMENTS (continued)

2012

Blyvoor(1)

R’000

Ergo(2)

R’000

Corporate head

office and all

other (3)

R’000

Total

R’000

Financial performance
Segmental revenue

1,240,073

1,764,191

3,004,264

Cash operating costs

(1,052,197)

(1,151,400)

(2,203,597)

Movement in gold in process

5,283

9,427

- 14,710

Operating profit

193,159

622,218

815,377

Interest and other investment income

732

777

16,958 18,467

Interest expense

(817)

(18)

(6,838) (7,673)

Retrenchment costs

(43,747)

Administration expenses and general costs

(10,918)

(40,172)

(70,447) (121,537)

Taxation charge (4)

(172)

(16,855)

(17,027)

Working profit/(loss) before capital expenditure

138,409

582,633

(77,182)

643,860

Capital expenditure (5)

(82,938)

(231,260)

(34,374) (348,572)

Working profit/(loss) after capital expenditure

55,471

351,373

(111,556) 295,288

(1) Blyvoor has been reclassified as a discontinued operation during fiscal 2012 and comparatives have been restated where appropriate.
(2) Ergo has been restated to include ErgoGold, Crown as well as ERPM’s Cason surface retreatment operations.
(3) Corporate head office expenses are taken into consideration in the strategic decision-making process of the CODM and are therefore included in the disclosure here, even though they do not earn revenue.
(4) The taxation charge excludes deferred tax.
(5) Includes adjustments to the provision for environmental rehabilitation resulting from changes in estimates.

F-26

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

2. OPERATING SEGMENTS (continued)

2012

Blyvoor(1)

Ergo(2)

Corporate head

office and all

other (3) Total

Operating results (4)
Ore milled

- underground

t’000 569

569

surface

t’000 2,725

21,603

- 24,328

total

t’000 3,294

21,603

- 24,897

Average yield

- underground

g/t 3.99

3.99

surface

g/t 0.27

0.20

total

g/t 0.91

0.20

0.29

Gold dispatched

- underground

kg 2,272

2,272

surface

kg 734

4,221

- 4,955

total

kg 3,006

4,221

7,227

underground

oz 73,048

73,048

surface

oz 23,597

135,708

- 159,305

total

oz 96,645

135,708

- 232,353

Cash operating costs - underground

R/kg 416,540

416,540

surface

R/kg 144,166

272,778

253,727

total

R/kg 350,032

272,778

304,912

underground

$/oz 1,671

1,671

surface

$/oz 578

1,096

- 1,018

total

$/oz 1,404

1,096

1,223

Gold price received - revenue

R/kg 412,533

417,956

415,700

revenue

$/oz 1,677

1,682

1,679

R’000

Reconciliation of assets
Reportable segment assets

1,569,148

72,409

1,641,557

Other assets

296,696

554,036

850,732

Total assets

1,865,844

626,445

2,492,289

Reconciliation of liabilities

Reportable segment liabilities

592,966

175,534

768,500

Taxation and deferred taxation

85,206

4,662

89,868

Total liabilities

678,172

180,196

858,368

F-27

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

2. OPERATING SEGMENTS (continued)

2012

Blyvoor(1)

R’000

Ergo(2)

R’000

Corporate head

office and all

other (3)

R’000

Total

R’000

Other material information

Depreciation

(1,661)

(117,457)

(1,732)

(120,850)

Impairment of assets

(1,100)

Reconciliation of revenues

Total revenues for reportable segments

1,240,073

1,764,191

- 3,004,264

Statement of cash flows

Cash flows from operating activities

137,068

558,706

(74,604) 621,170

Cash flows from investing activities

(82,938)

(236,145)

(94,198) (413,281)

Cash flows from financing activities

(168,553)

Reconciliation of profit/(loss)
Segment working profit/(loss) before capital expenditure

138,409

582,633

(77,182) 643,860

- Depreciation

(1,661)

(117,457)

(1,732)

(120,850)

- Movement in provision for environmental rehabilitation

301

(48,292)

(11,194)

(59,185)

- Impairments

(1,100)

- Net gain on disposal of available-for-sale financial assets reclassified from equity

6,656

- 6,656

- Growth in environmental rehabilitation trust funds

1,606

3,138

3,573 8,317

- Net loss on financial liabilities measured at amortized cost

(6,372)

- Unwinding of provision for environmental rehabilitation

(1,211)

(5,153)

(928) (7,292)

- Unwinding of discount on financial liabilities measured at amortized cost

(659)

- Borrowing costs capitalized

1,696

2,594

4,290

- Loss on disposal of property, plant and equipment

(9,556)

- Actuarial loss on post-retirement and other employee benefits

(67)

- Loss on disposal of subsidiary

(10,532)

- (10,532)

- Ongoing rehabilitation expenditure

(990)

(39,445)

(7,850)

(48,285)

- Net other operating (costs)/income

(8,583)

(23,931)

1,229 (31,285)

- Deferred tax

9,083

(66)

9,017

Profit/(loss) for the year

123,995

362,205

(109,243) 376,957

(1) Byvoor has been reclassified as a discontinued operation during fiscal 2012 and comparatives have been restated where appropriate.
(2) Ergo has been restated to include ErgoGold, Crown as well as ERPM’s Cason surface retreatment operations.
(3) Corporate head office expenses are taken into consideration in the strategic decision-making process of the CODM and are therefore included in the disclosure here, even though they do not earn revenue.

F-28

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (c ontinued)
for the year ended June 30, 2012

2. OPERATING SEGMENTS (continued)

2012

Revenues

Non-

current

assets(1)

R’000 R’000

Geographical Information

South Africa

3,004,264 1,614,573

Zimbabwe

- 26,984

Total

3,004,264 1,641,557

(1) Non-current assets consist of property, plant and equipments.

Information about major customers

The group has only one major customer regarding the sale of gold ore in each geographical area due to regulatory authority.

F-29

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

2. OPERATING SEGMENTS (continued)

2011

Blyvoor(1)

R’000

Ergo(2)

R’000

Corporate head

office and all

other (3)

R’000

Total

R’000

Financial performance
Segmental revenue

1,185,860

1,379,459

2,565,319

Cash operating costs

(1,091,941)

(980,746)

(2,072,687)

Movement in gold in process

(23,878)

8,266

(15,612)

Operating profit

70,041

406,979

- 477,020

Interest and other investment income

3,103

1,942

14,548 19,593

Interest expense

(842)

(20)

(10,533) (11,395)

Retrenchment costs

(839)

Administration expenses and general costs

(1,781)

(11,394)

(74,911) (88,086)

Taxation charge (4)

(27)

(222)

(6,010) (6,259)

Working profit/(loss) before capital expenditure

70,494

397,285

(77,745) 390,034

Capital expenditure(5)

(95,683)

(234,400)

(9,981) (340,064)

Working (loss)/profit after capital expenditure

(25,189)

162,885

(87,726)

49,970

(1) Blyvoor has been reclassified as a discontinued operation during fiscal 2012 and comparatives have been restated where .
(2) Ergo has been restated to include ErgoGold, Crown as well as ERPM’s Cason surface retreatment operations.
(3) Corporate head office expenses are taken into consideration in the strategic decision-making process of the CODM and are therefore included in the disclosure here, even though they do not earn revenue.
(4) The taxation charge excludes deferred tax.
(5) Includes adjustments to the provision for environmental rehabilitation resulting from changes in estimates.

F-30

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

2. OPERATING SEGMENTS (continued)

2011

Blyvoor(1)

Ergo(2)

Corporate head

office and all

other (3)

Total

Operating results (4)
Ore milled

- underground

t’000 732

732

surface

t’000 3,129

20,326

- 23,455

total

t’000 3,861

20,326

- 24,187

Average yield - underground

g/t 3.89

3.89

surface

g/t 0.29

0.22

0.23

total

g/t 0.98

0.22

0.34

Gold dispatched

- underground

kg 2,845

2,845

surface

kg 922

4,481

- 5,403

total

kg 3,767

4,481

8,248

underground

oz 91,469

91,469

surface

oz 29,645

144,065

- 173,710

total

oz 121,114

144,065

265,179

Cash operating costs - underground

R/kg 342,123

342,123

surface

R/kg 128,636

218,868

203,470

total

R/kg 289,870

218,868

251,296

underground

$/oz 1,523

1,523

surface

$/oz 573

973

906

total

$/oz 1,290

973

1,119

Gold price received - revenue

R/kg 314,802

307,846

311,023

revenue

$/oz 1,369

1,375

1,372

(1) Blyvoor has been reclassified as a discontinued operation during fiscal 2012 and comparatives have been restated.
(2) Ergo has been restated to include ErgoGold, Crown as well as ERPM’s Cason surface retreatment operations.
(3) Corporate head office expenses are taken into consideration in the strategic decision-making process of the CODM and are therefore included in the disclosure here, even though they do not earn revenue.
(4) Unaudited

F-31

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

2. OPERATING SEGMENTS (continued)

2011

Blyvoor(1)

R’000

Ergo(2)

R’000

Corporate head

office and all

other (3)

R’000

Total

R’000

Reconciliation of assets
Reportable segment assets

34,175

1,457,285

58,642

1,550,102

Other assets

139,967

264,730

333,862 738,559

Total assets

174,142

1,722,015

392,504 2,288,661

Reconciliation of liabilities

Reportable segment liabilities

174,115

529,320

243,299 946,734

Taxation and deferred taxation

122,521

213

122,761

Total liabilities

174,142

651,841

243,512 1,069,495

Other material information

Depreciation

(32,638)

(98,164)

(117) (130,919)

Impairment of assets

(546,566)

(1,090) (547,656)

Reconciliation of revenues

Total revenues for reportable segments

1,185,860

1,379,459

- 2,565,319

Statement of cash flows

Cash flows from operating activities

89,400

329,601

(94,988) 324,013

Cash flows from investing activities

(94,323)

(230,896)

(9,946) (335,165)

Cash flows from financing activities

81,346

Reconciliation of profit/(loss)

Segment working profit/(loss) before capital expenditure

70,494

397,285

(77,745) 390,034

- Depreciation

(32,638)

(98,164)

(117) (130,919)

- Movement in provision for environmental rehabilitation

(5,649)

(36,352)

(10,566) (52,567)

- Impairments

(546,566)

(1,090) (547,656)

- Net gain/(loss) on financial liabilities measured at amortized cost

30,856

(6,048) 24,808

- Growth in environmental rehabilitation trust funds

1,769

3,096

3,526 8,391

- Profit/(loss) on disposal of property, plant and equipment

(80)

3,292

3,255

- Unwinding of provision for environmental rehabilitation

(1,049)

(7,303)

(1,053) ( 9,405)

- Unwinding of discount on financial liabilities measured at amortized cost

(3,550)

(4,117) (7,667)

- Borrowing costs capitalized

1,011

5,409

6,420

- Ongoing rehabilitation expenditure

(1,453)

(32,311)

(9,214) (42,978)

- Actuarial gain on post-retirement and other employee benefits

5,651

- Net other operating costs

(8,602)

(1,193)

(27,057) (36,852)

- Deferred tax

(2,532)

34,830

(58,191) (25,893)

(Loss)/profit for the year

(498,877)

266,470

(182,971) (415,378)

F-32

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

2. OPERATING SEGMENTS (continued)

2011

Revenues

Non-

current

assets (1)

R’000 R’000

Geographical Information

South Africa

2,565,319 1,534,428

Zimbabwe

- 15,674

Total

2,565,319 1,550,102

(1) Non-current assets consist of property, plant and equipment.

Information about major customers

The group has only one major customer regarding the sale of gold ore in each geographical area due to regulatory authority.

F-33

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

2. OPERATING SEGMENTS (continued)

2010

Blyvoor(1)

R’000

Ergo(2)

R’000

Corporate head

office and all

other (3)

R’000

Total

R’000

Financial performance
Segmental revenue

861,409

1,129,113

- 1,990,522

Cash operating costs

(878,888)

(869,918)

- (1,748,806)

Movement in gold in process

33,766

(3,825)

29,941

Operating profit

16,287

255,370

- 271,657

Interest and other investment income

412

1,715

15,802 17,929

Interest expense

(1,064)

(68)

(3,730)

(4,862)

Retrenchment costs

(10,925)

(9,202)

(20,127)

Administration expenses and general costs

12,007

(8,305)

(60,728) (57,026)

Taxation charge (4)

(7,509)

(2,799)

(10,308)

Working profit/(loss) before capital expenditure

16,717

241,203

(60,657) 197,263

Capital expenditure(5)

(79,552)

(114,533)

(6,320) (200,405)

Working (loss)/profit after capital expenditure

(62,835)

126,670

(66,977)

(3,142)

F-34

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

2. OPERATING SEGMENTS (continued)

2010

Blyvoor(1)

Ergo(2)

Corporate head

office and all

other (3)

Total

Operating results (4)

Ore milled

- underground

t’000 633

633

surface

t’000 2,968

18,989

- 21,957

total

t’000 3,601

18,989

- 22,590

Average yield - underground

g/t 3.79

3.79

surface

g/t 0.31

0.22

0.23

total

g/t 0.92

0.22

0.33

Gold dispatched

- underground

kg 2,402

2,402

surface

kg 909

4,191

- 5,100

total

kg 3,311

4,191

7,502

underground

oz 77,226

77,226

surface

oz 29,226

134,742

- 163,968

total

oz 106,452

134,742

241,194

Cash operating costs - underground

R/kg 324,736

324,736

surface

R/kg 108,771

207,568

189,959

total

R/kg 265,445

207,568

233,112

underground

$/oz 1,327

1,327

surface

$/oz 444

848

776

total

$/oz 1,085

848

953

Gold price received - revenue

R/kg 260,166

269,414

265,332

revenue

$/oz 1,093

1,092

F-35

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

2. OPERATING SEGMENTS (continued)

2010

Blyvoor(1)

R’000

Ergo(2)

R’000

Corporate head

office and all

other (3)

R’000

Total

R’000

Reconciliation of assets
Reportable segment assets

510,883

1,315,426

31,337 1,857,646

Other assets

120,838

232,904

368,904 722,646

Total assets

631,721

1,548,330

400,241 2,580,292

Reconciliation of liabilities

Reportable segment liabilities

144,160

484,423

133,195 761,778

Taxation and deferred taxation

168,138

414

168,552

Total liabilities

144,160

652,561

133,609 930,330

Other material information

Depreciation

(32,616)

(156,423)

(1,730) (190,769)

Reversal of impairment/(impairment) of assets

12,514

(18,738)

(6,224)

Reconciliation of revenues

Total revenues for reportable segments

861,409

1,129,113

- 1,990,522

Statement of cash flows

Cash flows from operating activities

(24,585)

177,485

(99,288)

53,612

Cash flows from investing activities

(79,553)

(122,914)

(23,914) (226,381)

Cash flows from financing activities

(4,202)

11,985

7,783

Reconciliation of profit/(loss)

Segment working profit/(loss) before capital expenditure

16,717

241,203

(60,657) 197,263

- Depreciation

(32,616)

(156,423)

(1,730) (190,769)

- Movement in provision for environmental rehabilitation

(1,246)

16,416

72,864 88,034

- Reversal of impairment/(impairment)

12,514

(18,738)

(6,224)

- Net gain/(loss) on financial liabilities measured at amortized cost

33,887

(19,244) 14,643

- Growth in environmental rehabilitation trust funds

2,011

3,384

4,057 9,452

- Profit on disposal of subsidiaries

156,749

- Profit on disposal of joint venture

1,500

- Unrealized foreign exchange loss

(5) (5)

- Unwinding of provision for environmental rehabilitation

(1,139)

(7,623)

(2,035) (10,797)

- Unwinding of discount on financial liabilities measured at amortized cost

(7,039)

(1,429) (8,468)

- Ongoing rehabilitation expenditure

(1,942)

(26,196)

(6,713) (34,851)

- Actuarial gain on post-retirement and other employee benefits

35,290

- Net other operating costs

(7,350)

(13,878)

(29,271) (50,499)

- Deferred tax

14,934

(19,096)

6,207 2,045

Profit/(loss) for the year

16,217

85,591

101,555 203,363

F-36

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

2. OPERATING SEGMENTS (continued)

2010

Revenues

Non-

current

assets (1)

R’000 R’000

Geographical Information

South Africa

1,990,522 1,858,005

Zimbabwe

- 5,220

Total

1,990,522 1,863,225

(1) Non-current assets consist of property, plant and equipment.

Information about major customers

The group has only one major customer regarding the sale of gold ore in each geographical area due to regulatory authority.

F-37

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

2012 2011 2010

R’000 R’000 R’000

3. REVENUE

Revenue consists of the following principal categories:

Gold revenue

2,982,290

2,541,226 1,976,778

By-product revenue

21,974

24,093 13,744

Total revenue

3,004,264

2,565,319 1,990,522

4. RESULTS FROM OPERATING ACTIVITIES
include the following:

Auditors' remuneration

(10,019)

(10,065) (9,859)

Audit fees – current year

(9,889)

(8,950) (9,581)

Under provision – prior year

(130)

(1,115) (278)

Management, technical, administrative and secretarial
service fees

(14,187)

(3,671) (8,283)

Staff costs
Included in staff costs are:

(826,017)

(763,826) (633,301)

Salaries and wages

(724,049)

(714,832) (603,210)

Share-based payments

(4,133)

(3,519) (4,115)

Retrenchment costs

(43,747)

(839) (20,127)

Post-retirement and other employee benefit contributions

(54,088)

(44,636) (5,849)

(Loss)/profit on disposal of property, plant and equipment

(9,556)

3,255 13,722

Impairments

(1,100)

(547,656) (6,224)

Property, plant and equipment

(546,566) 12,514

Rehabilitation trust fund

(1,100)

(1,090) (18,738)

During the year ended June 30, 2012, the group recorded an impairment of R1.1 million (2011: R1.1 million) against the West
Witwatersrand Gold Mines Proprietary Limited’s rehabilitation trust fund due to the disposal of the relating mining rights over the
West Wits mining lease area.

During the year ended June 30, 2011, the group recorded an impairment of R546.6 million against Blyvoor’s property, plant and
equipment (recoverable amount determined based on value in use) due to the uncertainties pertaining to Blyvoor’s distressed
financial position as at June 30, 2011. Blyvoor represents one cash generating unit. A discount rate of 14.4%, together with
further risk adjustments to future cash flows were used in determining the impairment. Management also took into consideration
as part of their reasonableness assessment, a sensitivity analysis and the fact that Blyvoor was under business rescue proceedings,
with the business rescue plan not being approved as at June 30, 2011. Further considerations included the fact that the group’s
market capitalization in comparison to the group’s net asset value as at June 30, 2011.

During the year ended June 30, 2010, the group reversed an impairment of R12.5 million against Crown's property, plant and
equipment. The reversal of impairment was due to the recoverable amount (value in use) of these assets being higher than their
carrying amount due to the extension of the Knights life-of-mine plan. The group recorded an impairment of R18.7 million
against the West Witwatersrand Gold Mine Proprietary Limited's rehabilitation trust fund due to the transfer of the related mining
rights over the West Wits mining lease area.

F-38

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

2012 2011

2010

R’000 R’000

R’000

4. RESULTS FROM OPERATING ACTIVITIES
include the following: (continued)

Operating leases

(1,939)

(1,456)

(1,243)

Mining royalties

(4,739)

(4,365)

(1,240)

5. DIRECTORS' AND PRESCRIBED OFFICERS’ EMOLUMENTS
Executive directors

Services rendered as directors of the company

Salaries

(7,583)

(7,080)

(6,636)

Bonuses

(5,744)

(5,314)

(4,102)

Non-executive directors

Services rendered as directors of the company

Directors fees and bonuses

(3,310)

(3,186)

(3,023)

(16,637)

(15,580)

(13,761)

Prescribed officers

Salaries

(5,902)

(3,682)

(3,296)

Bonuses

(3,494)

(1,867)

(1,741)

Pension/provident fund contributions

(250)

(224)

(188)

Included in administration and general costs

(26,283)

(21,353)

(18,986)

6. FINANCE INCOME

Dividends received

6,013

Interest received

18,059

13,291

17,704

Net gain on financial liabilities measured at amortized cost (refer note 21)

24,808

14,643

Net gain on disposal of available-for-sale financial asset reclassified from
equity

6,656

Profit on disposal of subsidiaries

156,749

Profit on disposal of joint venture

1,500

Growth in environmental rehabilitation trust funds (refer note 11)

8,317

8,391

9,452

Other finance income

370

289

225

33,440

52,792

200,273

F-39

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

2012 2011 2010

R’000 R’000 R’000

7. FINANCE EXPENSES

Interest paid on loans and bank overdrafts

(6,766)

(10,459) (3,687)

Interest paid on overdue accounts

(241)

(156) (848)

Unrealized foreign exchange loss

- (5)

Unwinding of provision for environmental rehabilitation (refer note 18)

(7,292)

(9,405) (10,797)

Unwinding of discount on financial liabilities measured
at amortized cost

(659)

(7,667) (8,468)

Net loss on financial liabilities measured at amortized cost (refer note 21)

(6,372)

- -

Other finance expenses

(666)

(780) (359)

Borrowing costs capitalized (refer note 10)

4,290

6,420 32

(17,706)

(22,047) (24,132)

8. INCOME TAX

Mining tax

13,079

(28,940) 471

Non-mining tax

(16,545)

1,882 (6,972)

Secondary tax on companies

(4,544)

(5,094) (1,762)

(8,010)

(32,152) (8,263)

Comprising:
South African

Current tax - current year

(12,483)

(1,197) (8,476)

- prior year

32 (70)

Deferred tax

9,017

(25,893) 2,045

Secondary tax on companies

(4,544)

(5,094) (1,762)

(8,010)

(32,152) (8,263)

In South Africa, mining tax on mining income is determined based on a formula which takes into account the profit and revenue
from a gold mining company during the year. Non-mining income, which consists primarily of interest, is taxed at a standard rate
of 28% (2011: 28% and 2010: 28%).

The tax rates applicable to mining and non-mining income of a gold mining company previously depended on whether the
company elected to be exempt from Secondary Tax on Companies (STC). STC was a tax on dividends declared, which was
payable by the company declaring the dividend of which the STC tax rate was equal to 10% (2011: 10% and 2010: 10%) of
the amount of income declared as a dividend. In 1993, all existing gold mining companies had the option to elect to be exempt
from STC. If the election was made, a higher tax rate would apply to both mining and non-mining income. With the exception of
Crown, all of the South African subsidiaries elected not to be exempt from STC. On April 1, 2012, STC was replaced by a
dividend tax of 15%, which is levied on the beneficial owner of the share. As a result of the new dividends tax there is now a
single mining and non-mining tax rate for gold mining companies for the year ended June 30, 2012.

In 2012, the tax rates for taxable, mining and non-mining income for companies were 34% and 28% respectively. In 2011 and
2010, the tax rates for taxable mining and non-mining income for companies that elected the STC exemption were 43% and 35%
respectively (no STC exemption: 34% and 28% respectively).

The formula for determining the South African gold mining tax rate for fiscal 2012 is:

Y = 34 – 170/X

The formulae for determining the South African gold mining tax rates for both fiscal 2011 and 2010 are:

Y = 43 – 215/X (elect not to pay STC)
Y = 34 – 170/X (elect to pay STC)

Where Y is the percentage rate of tax payable and X is the ratio of taxable income, net of any qualifying capital expenditure that
bears to mining income derived, expressed as a percentage.

F-40

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

8. INCOME TAX (continued)

For deferred tax purposes the group applies the expected average effective tax rate. The average effective tax rates for the
respective operations are based on the group’s current estimate when temporary differences will reverse. Depending on the
profitability of the operations, the tax rate can consequently be significantly different from year to year. If a one percentage point
increase in the average effective tax rate is applied it would decrease the movement in profit or loss by R3.4 million to R5.6
million credit (refer to note 20).

Each company is taxed as a separate entity and no tax set-off is allowed between the companies.

2012

2011

2010

R’000

Estimated unredeemed capital expenditure at year-end (available for deduction
against future mining income)

1,693,444

2,183,572 2,171,299

Estimated gross capital losses (available to reduce future capital gains)

1,399,339

1,081,785 1,081,785

Estimated assessed tax losses at year-end (available to reduce future taxable
income)

128,350

203,078

304,011

Estimated tax losses and unredeemed capital expenditure carried forward

3,221,133

3,468,435 3,557,095

Tax reconciliation
Major items causing the group's income tax provision to differ from the
statutory rate were:

Taxation on net (profit)/loss before taxation at the South African corporate tax
rate of 28%

(110,740)

107,303 (59,256)

Rate adjustment to reflect the actual realized company tax rates

34,273

19,018 2,854

Deferred tax rate adjustment

15,940

3,083 -

Non-deductable expenditure

(7,339)

(1,746) (6,344)

Exempt income

8,034

9,095 27,502

Additional tax benefit/(charge) relating to the prior year (a)

25,367

3,658 (70)

Tax incentives

439

410 2,410

Secondary tax on companies

(4,544)

(5,094) (1,762)

Temporary differences including tax losses recognized for which deferred tax
assets were previously unrecognized (b)

28,343

525 26,507

Current year losses for which no deferred tax asset was recognized (c)

(2,702)

(166,642) -

Other

4,919

(1,762) (104)

Taxation charge

(8,010)

(32,152) (8,263)

(a) Included in the group’s additional tax benefit relating to the prior year for the year ended June 30, 2012, is R25.4 million

relating to net foreign exchange losses of the company.

(b) Included in the group’s temporary differences including tax losses recognized for which deferred tax assets were

previously unrecognized for the year ended June 30, 2012, are the assessed losses and unredeemed capital expenditure
for Ergo Mining Proprietary Limited which were previously not raised amounting to R26.9 million. For the year ended
June 30, 2009, R35.9 million was included which related to net foreign exchange losses on disposal of the foreign
subsidiaries.

(c) The group’s current year losses for which no deferred tax was recognized for the year ended June 30, 2011, relates to the

impairment of Blyvoor (refer note 4).

F-41

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

9. EARNINGS PER SHARE

Basic
The calculation of earnings per ordinary share is based on the following:

Basic earnings/(loss) attributable to equity owners of the parent

308,675

(287,915) 207,815

Basic earnings from continuing operations attributable to equity owners of
the parent

217,301

67,070 186,553

Weighted average number of ordinary shares in issue adjusted for treasury
shares

384,169,915 384,884,379 380,407,239

Diluted

Basic earnings/(loss) attributable to equity owners of the parent

308,675

(287,915) 207,815

Dilutive effect on earnings

- -

Diluted basic earnings/(loss)

308,675

(287,915) 207,815

Reconciliation of weighted average number of ordinary shares to diluted
weighted average number of ordinary shares
Weighted average number of ordinary shares in issue

384,169,915 384,884,379 380,407,239

Dilutive number of staff options

589,693

- 221

Diluted weighted average number of ordinary shares

384,759,608 384,884,379 380,407,460

Basic earnings/(loss) per ordinary share (cents)

(75) 55

Diluted earnings/(loss) per ordinary share (cents)

(75) 55

Basic earnings from continuing operations per ordinary share (cents)

17 49

Diluted earnings from continuing operations per ordinary share (cents)

17 49

At June 30, 2012, 17.0 million options (2011: 21.6 million and 2010: 19.5 million) were excluded from the diluted weighted
average number of ordinary shares calculation as their effect would have been anti-dilutive.

2012 2011 2010

R’000 R’000 R’000

F-42

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)

for the year ended June 30, 2012

2012

2011

R’000

10. PROPERTY, PLANT AND EQUIPMENT
Total
Cost

2,212,866

3,558,578

Opening balance

3,558,578

3,202,095

Additions

348,572

340,064

Borrowing costs capitalized

4,290

6,420

Disposals

(30,465)

(4,766)

Disposed through the disposal of subsidiary

(1,665,341)

Transfer from non-current assets held-for-sale

15,000

Foreign exchange movement

(2,768)

(235)

Accumulated depreciation and impairment

(571,309)

(2,008,476)

Opening balance

(2,008,476)

(1,334,350)

Depreciation

(120,850)

(130,919)

Impairment (refer note 4)

(546,566)

Disposals

3,359

Disposed through disposal of subsidiary

1,558,017

Carrying value

1,641,557

1,550,102

F-43

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

2012 2011

R’000 R’000

10. PROPERTY, PLANT AND EQUIPMENT (continued)

Mining property and development
Cost

1,264,163

2,437,380

Opening balance

2,437,380

2,295,407

Additions (b)

158,036

131,311

Disposals

(30,465)

(4,338)

Disposed through disposal of subsidiary

(1,300,788)

Transfer from non-current assets held-for-sale

15,000

Accumulated depreciation and impairment

(333,858)

(1,457,045)

Opening balance

(1,457,045)

(876,765)

Depreciation

(85,026)

(110,330)

Impairment

(472,972)

Disposals

3,022

Disposed through disposal of subsidiary

1,208,213

Carrying value

930,305

980,335

Mine plant facilities

Cost

743,444

917,564

Opening balance

917,564

734,422

Additions

170,861

176,875

Borrowing costs capitalized

4,290

6,420

Disposals

(153)

Disposed through disposal of subsidiary

(349,271)

Accumulated depreciation and impairment

(224,459)

(530,291)

Opening balance

(530,291)

(439,227)

Depreciation

(33,300)

(17,569)

Impairment

(73,594)

Disposals

Disposed through disposal of subsidiary

339,132

Carrying value

518,985

387,273

F-44

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

2012 2011

R’000 R’000

10. PROPERTY, PLANT AND EQUIPMENT (continued)

Equipment and vehicles

Cost

17,319

30,622

Opening balance

30,622

27,131

Additions

1,979

3,766

Disposals

(275)

Disposed through disposal of subsidiary

(15,282)

Accumulated depreciation and impairment

(12,992)

(21,140)

Opening balance

(21,140)

(18,358)

Depreciation

(2,524)

(3,020)

Disposals

238

Disposed through disposal of subsidiary

10,672

Carrying value

4,327

9,482

Exploration Assets (a)
Cost

187,940

173,012

Opening balance

173,012

145,135

Additions (b)

17,696

28,112

Foreign exchange movement

(2,768)

(235)

Carrying value

187,940

173,012

(a) Exploration assets relate to phase two of the Ergo project and include property, plant, borrowing costs and the tailings

complex as well as exploration costs incurred in Zimbabwe.

(b) Included in additions are environmental rehabilitation provision adjustments amounting to R3.6 million (2011: R10.9

million) and R9.8 million (2011: R18.1 million) relating to exploration assets and mining development, respectively.

Borrowing costs are capitalized to qualifying assets at the rate applicable to the specific financing obtained (refer note 21).

In assessing the recoverability of the above assets, where there are indicators of possible impairment, the estimated cash flows
have been calculated using the following estimates:

•

recoverable proved and probable Ore Reserves;

•

gold price estimates are based on a gold price of R441,936 per kilogram of gold (US$1,740 per ounce) in year one,
escalating at an average of 5.3% per annum, and a base exchange rate of R7.90 = US$1.00, with the Rand weakening in
future years based on the expected differential between the local South African interest rates in those years over the
United States interest rates in those years;

•

working cost estimates are based on current working costs per kilogram at June 30, 2012, escalated for expected South
African inflationary increases of approximately 5.4% per annum; and

•

capital cost estimates are based on current estimates of future development costs to mine the current proved and probable
Ore Reserves, escalated for expected South African inflationary increases of approximately 5.4% per annum.

F-45

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

2012 2011

R’000 R’000

11. NON-CURRENT INVESTMENTS AND OTHER ASSETS

Listed investments

151,303

Additions

135,332

Fair value adjustment

15,971

Unlisted investments

20,426

14,987

Loan to DRDSA Empowerment Trust (a)

4,431

10,078

Investments in environmental rehabilitation guarantees (b)

59,264

Opening balance

Contributions

59,264

Investments in environmental rehabilitation trust funds (c)

106,328

134,247

Opening balance

134,247

126,069

Impairment

(1,100)

(1,090)

Disposed through disposal of subsidiary

(35,136)

Payments

(339)

Contributions

1,216

Growth in environmental rehabilitation trust funds (refer note 6)

8,317

8,391

Total non-current investments and other assets

341,752

159,312

Fair

Carrying

Number value value value

of 2012 2012 2011

% Held

shares

R'000

Listed investments consist of :

Village Main Reef Limited (Village) 8

85,714,286

151,303

Unlisted investments consist of :

Rand Mutual Assurance Company Limited

†

5,000

Rand Refinery Limited

16,157

20,386

14,979

Chamber of Mines Building Company
Proprietary Limited

20,042

20,426

14,987

† Represents a less than 1% shareholding.

Listed investments comprise investments in listed shares in South Africa. The fair value is determined by applying a liquidity
discount factor to the relevant share’s closing market price.

Unlisted investments comprise investments in unlisted companies in South Africa. The valuations are based on the net asset value
of these investments which constitutes the instruments’ fair value.

(a) The terms and conditions of the loan to the DRDSA Empowerment Trust are linked to the payments of preference share

dividends (refer note 21).

(b) This investment relates to funds invested for financial guarantees provided to the Department of Mineral Resources

(DMR) for environmental and rehabilitation obligations (refer note 18). The entire amount is invested in a cell captive
called the Guardrisk Cell Captive which is consolidated as a special purpose entity (SPE).

securities and may be used only for environmental rehabilitation purposes (refer note 18).

F-46

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

12. INVESTMENT IN SUBSIDIARIES

Disposal of subsidiary

Blyvoor

On February 11, 2012, DRDGOLD, Village and Business Venture Investments No 1557 Proprietary Limited (a wholly owned
subsidiary of Village) (Purchaser) entered into a sale of shares and claims agreement (the Agreement), for the acquisition of
DRDGOLD’s entire interest in and claims against Blyvoor for R1 and 85,714, 286 new ordinary shares of Village.

The Agreement consists of two parts. Part A was completed on June 1, 2012 (date of disposal: which is the date control passed to
Village). The effective date used for recording the disposal was May 31, 2012 – for accounting purposes the end of the financial
month. Part B has certain conditions precedent which can be waived in full by Village. These include the successful conversion
of Blyvoor’s old order mining right to a new order mining right under the Mineral and Petroleum Resources Development Act
(Act No. 28 of 2002), as well as obtaining the consent of the DMR for the sale.

Pending the outcome of Part B conditions precedent, 20,000,000 of the newly issued ordinary shares in Village will be kept in
escrow (Escrow Shares).

The fair value of the proceeds on disposal has been determined after taking into consideration the market close price of Village on
June 1, 2012, of R1.61 per share. In addition, the probability of the Escrow Shares being released to DRDGOLD, as well as a
discount factor for the liquidity attached to the Escrow Shares (95%), which have a potential restriction of between two to three
years and the remainder of the shares (99%) with a restriction of six months from May 2, 2012, has also been considered in the
determination of fair value.

As at

May 31, 2012

R’000

Calculation of loss on disposal of Blyvoor
Fair value of proceeds on disposal

135,332

Less: Consolidated carrying amount attributable to equity owners of the parent

(138,638)

Less: Directly attributable costs

(7,226)

Loss on disposal of discontinued operation

(10,532)

F-47

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

12. INVESTMENT IN SUBSIDIARIES (continued)

Acquisition of subsidiaries

Blyvoor
On September 8, 2010, DRDGOLD acquired a 74% interest in Blyvoor from Ergo Mining Operations Proprietary Limited (EMO)
for a total consideration of R75.7 million settled against EMO's inter-company loan with DRDGOLD. The acquisition has been
accounted for as an acquisition of an entity under common control. IFRS 3 Business Combinations was therefore not applied. The
transaction was recognized with effect September 30, 2010.

The carrying amounts of the assets and liabilities on the statement of financial position at acquisition of Blyvoor have been set out
below.

Statement of financial position

As at September

30, 2010

R’000

Non-current assets
Property, plant and equipment

510,411

Non-current investments and other assets

40,874

Non-current inventories

3,893

Deferred tax asset

6,898

Current assets
Inventory

57,568

Trade and other receivables

25,376

Cash and cash equivalents

6,285

Total carrying amount of assets

651,305

Non-current liabilities
Amounts owing to group companies

(485,444)

Provision for environmental rehabilitation

(38,946)

Post-retirement and other employee benefits

(810)

Loans and borrowings

(24,305)

Current liabilities
Trade and other payables

(101,800)

Total carrying amount of liabilities

(651,305)

Consolidated carrying amount of net assets on date of acquisition excluding amounts
owing to group companies

485,444

Non-controlling interest in the consolidated carrying amount of net assets

(42,402)

F-48

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

12. INVESTMENT IN SUBSIDIARIES (continued)

Ergo Mining Proprietary Limited (Ergo)
On January 21, 2010, DRDGOLD, signed an agreement to acquire Mintails’ remaining 50% interest in Ergo for a total
consideration of R82.1 million: R62.1 million settled in cash and the balance in shares in Witfontein Mining Proprietary Limited,
valued at R20 million (refer note 23). Ergo was consolidated effective May 1, 2010.

The acquisition was recorded as an asset acquisition due to Ergo not being capable of operating as a business. IFRS 3 Business
Combinations was therefore not applied.

The relative fair values of the assets and liabilities on the statement of financial position at acquisition of Ergo have been set out
below.

Statement of financial position

As at April 30,

2010
R’000

Non-current assets
Property, plant and equipment

290,420

Current assets
Inventory

Trade and other receivables

12,611

Cash and cash equivalents

44,084

Total relative fair value of assets

347,174

Non-current liabilities
Rehabilitation provision

(157,935)

Loans and borrowings

(261,128)

Current liabilities
Trade and other payables

(4,252)

Total relative fair value of liabilities

(423,315)

Purchase consideration of 50% of the net assets on the date of acquisition

82,438

Non-controlling interest in relative fair value of net assets

(3,886)

Disposal of subsidiaries

All DRDGOLD’s foreign subsidiaries, which were holding companies of DRDGOLD’s foreign operations, have been placed into
voluntary liquidation as at June 30, 2010. A foreign currency translation reserve has accumulated over the life of these foreign
subsidiaries. The voluntary liquidation constitutes a disposal, therefore any accumulated foreign currency translation reserves
have been realized in profit or loss.

As at June 30,

2010

R’000

DRD (Offshore) Limited

130,022

DRD International APS Proprietary Limited

(30,035)

DRD Australia APS

111,409

DRD Australasia Proprietary Limited

(103,472)

Dome Resources Proprietary Limited

48,825

Total profit on disposal of foreign subsidiaries

156,749

F-49

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

2012 2011

R’000 R’000

13. INVESTMENT IN JOINT VENTURE

The joint ventures for which the statement of comprehensive income and statement of
financial position have been proportionately consolidated is as follows:
Chizim Gold (Pvt) Limited – percentage held

50%

50%

Chizim Gold (Pvt) Limited
During the year ended June 30, 2011 the group acquired a 50% interest in a start-up company
called Chizim Gold (Pvt) Limited (Chizim Gold) for a nominal cash consideration, pursuant
to a joint venture agreement entered into on December 9, 2009. Chizim Gold is registered in
Zimbabwe and is currently conducting feasibility studies on certain exploration tenements in
that country. The group has a contingent liability as at June 30, 2012, amounting to R31.4
million (2011: R35.7 million) in terms of the funding requirements as per the joint venture
agreement and capital commitments amounting to R9.3 million (2011: R16.9 million).

The group’s policy is to capitalize exploration costs. Chizim Gold is still in an exploration
phase, therefore the group’s effective share in income and expenses of the joint venture are
Rnil (2011: Rnil).

The group’s effective share of assets and liabilities in the joint venture, which are included in
the consolidated financial statements, are as follows:

Statement of financial position

Non-current assets

26,984

15,674

Current assets

1,149

552

Total assets

28,133

16,226

Shareholders’ equity

27,367

16,226

Current liabilities

766

Total equity and liabilities

28,133

16,226

14. INVESTMENT IN ASSOCIATE
The associate has been accounted for using the equity method in the statement of comprehensive income and statement of
financial position. An impairment has been provided against this investment.

2012 2011

R’000 R’000

West Wits SA Proprietary Limited – percentage held

28.33%

28.33%

Investment in associate – at cost

2,700

2,700

Impairment of investment in associate

(2,700)

(2,700)

Carrying value of investment in associate

F-50

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

2012 2011

R’000 R’000

15. INVENTORIES
Gold in process

32,820

43,256

Consumable stores

58,149

65,633

Finished stock - bullion

14,871

14,033

105,840

122,922

Inventory includes gold in process carried at net realizable value amounting to Rnil (2011: R18.7 million) and finished stock –
bullion amounting to R0.9 million (2011: R1.5 million).

2012 2011

R’000 R’000

16. TRADE AND OTHER RECEIVABLES

Trade receivables (gold)

2,082

50,131

Value added tax

30,044

51,427

Prepayments

1,022

9,266

Receivables from related parties

614

438

Interest receivable

1,074

888

Other receivables

34,880

21,526

Allowance for impairment

(7,820)

(7,266)

61,896

126,410

F-51

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

2012 2011

2010

R’000 R’000

R’000

17. EQUITY OF THE OWNERS OF THE PARENT

Details of equity of the owners of the parent are provided in the statements

of changes in equity on page F-5.

Authorized share capital

600,000,000 (2011: 600,000,000) ordinary shares of no par value

5,000,000 (2011: 5,000,000) cumulative preference

shares of 10 cents each

500

500 500

Issued share capital

385,383,767 (2011: 384,884,379) ordinary shares of no
par value

4,133,867

4,132,604 4,133,318

6,268,173 (2011: nil) treasury shares held within the group

(44,750)

- -

5,000,000 (2011: 5,000,000) cumulative preference shares
of 10 cents each

500

500 500

4,089,617

4,133,104 4,133,818

Share capital
Unissued shares
The company operates a share option scheme as an incentive tool for its executive directors and senior employees whose skills
and experience are recognized as being essential to the group's performance (refer note 19). In addition, the participants in the
scheme are fully taxed at their marginal tax rate on any gains realized on the exercise of their options.

In terms of an ordinary resolution passed at the previous annual general meeting, the remaining unissued ordinary shares in the
group are under the control of the directors until the next general meeting.

Cumulative preference shares
The terms of issue of the cumulative preference shares were that they carried the right, in priority to the company's ordinary
shares, to receive a dividend equal to 3% of the gross future revenue generated by the exploitation or the disposal of Argonaut's
mineral rights acquired from Randgold and Exploration Company Limited in September 1997. The Department of Mineral
Resources (DMR) granted DRDGOLD a prospecting right over an area which was going to be too small to mine. When an
application for a greater area was lodged, the DMR stated that the additional area is in an urban location and an application for a
prospecting right cannot be granted. The company is in the process of consulting with the relevant preference shareholder, to
cancel these preference shares.

Option instruments
The company currently has one class of options authorized but not issued, namely Durban Deep ‘C’ options. There are
10,000,000 authorized option instruments at year-end which entitle the holder to subscribe for one ordinary share per option
instrument at a subscription price of R15 per ordinary share, which are exercisable at any time during the period from the date on
which the option is issued by the company to a date no later than five years from the date of issue.

2012 2011

2010

R’000 R’000

R’000

Revaluation and other reserves

Foreign exchange translation reserve (a)

(3,252)

747 -

Asset revaluation reserve (b)

152,840

143,049 142,835

Share-based payments reserve (c)

55,487

59,553 56,034

205,075

203,349 198,869

F-52

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

17. EQUITY OF THE OWNERS OF THE PARENT (continued)

(a) The foreign exchange translation reserve represents the cumulative translation effect arising on the translation of the financial
statements of the group’s foreign operations which only consisted of Chizim Gold for the years ended June 30, 2012 and June 30,
2011. During the year ended June 30, 2010, the company disposed (placed into voluntary liquidation) all of its foreign
subsidiaries and the foreign exchange translation reserve relating thereto has been transferred to profit or loss.

(b) The reserve includes a R18.2 million (2011: R4.7 million and 2010: R4.5 million) fair value adjustment on available-for-sale
financial instruments after transferring Blyvoor’s attributable portion of their fair value adjustment on available-for-sale financial
instruments amounting to R6.7 million to profit or loss.

On the acquisition of ErgoGold in the year ending June 30, 2009, an amount of R133.3 million was taken to the asset revaluation
reserve. This amount represented the increase in the fair value of ErgoGold's net assets after the acquisition of the group's initial
interest, which is attributable to that initial interest.

Certain items of property, plant and equipment that were revalued to fair value on or prior to July 1, 2004, the date of transition
to IFRS, were measured on the basis of deemed cost, being the revalued amount at the date of the revaluation. A revaluation
adjustment of R5.0 million was recognized in the asset revaluation reserve. This revaluation reserve has been transferred to
retained earnings as part of the disposal of Blyvoor.

(c) The company issues equity-settled instruments to certain qualifying employees under an employee share option scheme to
purchase shares in the company’s authorized but unissued ordinary shares. Equity share-based payments are measured at the fair
value of the equity instruments at the date of the grant. Deferred share-based compensation is expensed over the vesting period,
based on the company’s estimate of the shares that are expected to eventually vest. A deferred share-based compensation expense
of R4.1 million (2011: R3.5 million and 2010: R4.1 million), was charged to profit or loss (refer to note 4), and R8.2 million was
transferred to retained earnings on the disposal of Blyvoor.

2012 2011 2010

R’000 R’000 R’000

Dividends
The following dividends were declared and paid by the group:
7.5 cents per qualifying ordinary share (2011: 5.0 cents and 2010: 5.0 cents)

(28,872)

(19,244) (18,954)

After June 30, 2012 a dividend of 10 cents per qualifying share (R38.5 million) was approved by the directors for 2012. The
company has no STC credits to utilize against the dividends tax. The dividend has not been provided for and does not have
any tax impact on the company as a consequence of a change in income tax legislation with dividends tax replacing secondary
tax on companies (STC) with effect April 1, 2012. This change in legislation has moved the tax liability from the company to
the beneficial owner of the relevant share. The dividend tax is levied at 15% (certain exemptions apply) and is withheld from
the dividend paid (2011: company paid STC at 10%).

2012 2011

R’000 R’000

18. PROVISION FOR ENVIRONMENTAL REHABILITATION

Opening balance

490,225

420,604

Disposed through disposal of subsidiary

(46,001)

Increase in provision (refer note 10)

13,392

29,010

Unwinding of provision (refer note 7)

7,292

9,405

Utilization of provision

(19,766)

(21,361)

Charge to profit or loss

59,185

52,567

Closing balance

504,327

490,225

Amounts have been contributed to irrevocable trusts and guarantees have been provided to the DMR (refer to note 11).

The group intends to fund the ultimate rehabilitation costs from the money invested with the trust funds together with the
Guardrisk Cell Captive as well as, at the time of mine closure, the proceeds on sale of remaining assets and gold from plant clean-
up. The rehabilitation is expected to occur progressively towards the end of life of the respective dumps mined.

F-53

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

19. POST-RETIREMENT AND OTHER EMPLOYEE BENEFITS

2012 2011

R’000 R’000

Liability for post-retirement medical benefits (a)

5,972

5,540

Liability for long-service awards (b)

728

5,972

6,268

Contribution funds
In South Africa, the group participates in a number of multi-employer, industry-based retirement plans. All plans are
governed by the Pension Funds Act, 1956.

The group pays fixed contributions to external institutions and will have no legal or constructive obligation to pay further
amounts. Pension plans, which are multi-employer plans in the nature of defined contribution plans, are funded through
monthly contributions to these defined contribution plans. Obligations for contributions are recognized as an employee
benefit expense in profit or loss as incurred.

2012

2011

R’000

Amounts recognized in profit or loss are as follows:

Contribution payments

(53,425)

(48,696)

(a) Post-retirement medical benefits

The group has an obligation to fund a portion of the medical aid contributions of certain of its employees after they have
retired. A provision for post-retirement medical benefits has been raised, based on the latest calculations using a projected
unit credit method, of independent actuaries performed as at June 30, 2012. Post-retirement medical benefits are actuarially
valued every three years. The obligation is unfunded.

During the year ended June 30, 2011, settlement offers were made to all participants of the post-retirement medical benefit
scheme. This offer was accepted by some participants, which resulted in an actuarial gain of R5.7 million.

2012 2011

R’000 R’000

Amounts recognized in the statement of financial position are as follows:

Opening balance

5,540

12,507

Current service cost

349

Actuarial loss/(gain)

(5,651)

Settlements

(2,543)

Benefits paid

(231)

(364)

Interest costs

512

1,242

Closing balance

5,972

5,540

Amounts recognized in profit or loss are as follows:

Current service cost and interest

(84)

(349)

Net actuarial (loss)/gain

(67)

5,651

Interest costs

(512)

(1,242)

(663)

4,060

Principal actuarial assumptions at the reporting date:
Health care cost inflation

7.8%

7.8%

Discount rate

8.8%

9.3%

Real discount rate

0.9%

1.4%

Normal retirement age

Expected average retirement age

60.3

59.8

Spouse age gap

3 years

3 years

Continuation at retirement

100%

100%

Proportion married at retirement

85%

85%

F-54

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

19. POST-RETIREMENT AND OTHER EMPLOYEE BENEFITS (continued)

Historical information:

2012 2011 2010 2009

2008

R’000 R’000 R’000 R’000

R’000

Unfunded liability

5,972

5,540

12,507

42,498

21,504

Actuarial loss/(gain)

(5,651)

(35,290)

18,226

There are currently no long-term assets set aside in respect of post-retirement medical benefit liabilities.

Assuming all other variables remain constant a one percentage point change in the stated assumptions would have the following
effects:

Sensitivity analysis:

Variation

Health care cost

inflation

Mortality

Resignation

rate

R’000

R’000 R’000

Effect on the aggregate

+1%

(58)

(4)

service and interest cost

-1%

(57)

Effect in past-service

+1%

693

(609)

(30)

contractual liability

-1%

(591)

711

The group expects to pay contributions of R0.3 million during 2013.

(b) Long-service awards
The group participates in the Chamber of Mines of South Africa Long Service Awards Scheme (the Scheme). The Scheme does
not confer on any employee or other persons any right of payment of any award.

In terms of the Scheme, bonus payments may be made to certain employees, usually semi-skilled, upon reaching the age of 55,
who have completed 15 years of continuous service in South African gold mining companies which are members of the Chamber
of Mines of South Africa and the Employment Bureau of Africa, provided such service is not pensionable service. The Scheme
lays down the rules under which an employee may be eligible for the award. The award is paid by the company for which the
employee works upon becoming eligible for the award and electing to receive payment. All awards must be confirmed by the
Chamber of Mines of South Africa before payment.

The amount of the award is based on both the employee's skill level and years of service with gold mining companies that qualify
for the Scheme.

2012 2011

R’000 R’000

Amounts recognized in the statement of financial position are as follows:

Opening balance

728

858

Disposed through the disposal of subsidiary

(568)

Benefits paid

(160)

(130)

Closing balance

728

Share option scheme

a) Details of the scheme

The company operates a share option scheme, DRDGOLD (1996) Share Scheme, (the Scheme), as an incentive tool for its
executive directors and senior employees whose skills and experience are recognized as being essential to the company’s
performance. In terms of the Scheme rules, a maximum of 40 million of the issued ordinary shares of the company are reserved
for issuance there under and no participant may hold options at any time, which if exercised in full, would exceed 2 million of the
company’s issued share capital at that time. The number of issued and exercisable share options is approximately 5.1% (2011:
5.6%) of the issued ordinary share capital, representing 19.6 million (2011: 21.6 million) of the available 40 million share options.
In addition, the participants in the Scheme are fully taxed at their marginal tax rate on any gains realized on the exercise of their
options.

F-55

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

19. POST-RETIREMENT AND OTHER EMPLOYEE BENEFITS (continued)

Share option scheme (continued)

The price at which an option may be granted will be, in respect of each share which is the subject of the option, the volume
weighted average price of a share on the JSE for the seven days on which the JSE is open for trading, preceding the day on which
the employee is granted the option. The allocation date will be the date when the directors approve allocation of share options.
Each option remains in force for five years after the date of grant, subject to the terms of the option plan. Options granted under a
plan vest primarily according to the following schedule over a maximum of a three year period:

Percentage vested in each period grant:

Period after the original date of the option:

25% 6 months

25% 1 year

25% 2 years

25% 3 years

Any options not exercised within a period of 5 years (issued prior to 2009: 10 years) from the original date of the option will
expire and may not thereafter be exercised.

b) Share options activity in respect of the DRDGOLD (1996) Share Scheme was as follows:

Outstanding Vested

Average

price per

Number of

share

Number of

share

shares

R shares

Balance at July 1, 2010

19,494,401

7.90

14,110,206

13.45

Granted 4,127,478

3.69

Forfeited/lapsed (2,038,952)

5.70

Balance at June 30, 2011

21,582,927

7.30 16,011,187

12.13

Granted

5,084,563

5.12

Exercised

(5,394,749)

3.94

Forfeited/lapsed

(1,648,156)

11.38

Balance at June 30, 2012

19,624,585

7.32 13,966,866

8.36

Options to acquire the company’s ordinary shares that were granted post November 7, 2002 and which remain unvested at
January 1, 2005, are measured at fair value at grant date. This fair value is recognized as an employee expense over the vesting
period, adjusted to reflect actual levels of vesting, with the corresponding credit to a revaluation and other reserve, which is part
of equity.

The fair value of the options granted is measured using the Black–Scholes option pricing model, taking into account the terms and
conditions upon which the options were granted.

Analysis of share options:

Range of exercise prices

Years

Vested

Unvested

to expiry

June 30, 2012

June 30, 2013

June 30, 2014

June 30, 2015

R5<

3 – 6

4,050,978

812,269

812,271

R5>R10

2 – 4

6,302,238

1,774,646

1,129,265

1,129,268

R10>R15 2

1,021,000

R15>R20

1 – 2

2,158,350

R20>R30

434,300

- - -

13,966,866

2,586,915 1,941,536 1,129,268

F-56

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

19. POST-RETIREMENT AND OTHER EMPLOYEE BENEFITS (continued)

2012

2011

c) The fair value of the options determined using the Black - Scholes option pricing model.

Significant inputs into the model were:

Market price at date of grant (Rand per share)

November 1, 2004 option grant

10.93

10.93

April 15, 2005 option grant

5.13

5.13

June 17, 2005 option grant

5.50

5.50

October 25, 2005 option grant

5.94

5.94

October 30, 2006 option grant

9.93

9.93

October 29, 2007 option grant

5.50

5.50

October 20, 2008 option grant

4.70

4.70

October 20, 2009 option grant

5.30

5.30

October 18, 2010 option grant

3.66

3.66

November 2, 2011 option grant

5.26

Vesting periods (years)

November 1, 2004 option grant

April 15, 2005 option grant

June 17, 2005 option grant

October 25, 2005 option grant

October 30, 2006 option grant

October 29, 2007 option grant

October 20, 2008 option grant

October 20, 2009 option grant

October 18, 2010 option grant

November 2, 2011 option grant

Option strike price (Rand per share)
November 1, 2004 option grant

11.70

11.70

April 15, 2005 option grant

4.84

4.84

June 17, 2005 option grant

7.10

7.10

October 25, 2005 option grant

8.78

8.78

October 30, 2006 option grant

9.08

9.08

October 29, 2007 option grant

3.88

3.88

October 20, 2008 option grant

3.50

3.50

October 20, 2009 option grant

5.35

5.35

October 18, 2010 option grant

3.69

3.69

November 2, 2011 option grant

5.12

Risk-free rate

November 1, 2004 option grant

8.56%

8.56%

April 15, 2005 option grant

7.81%

7.81%

June 17, 2005 option grant

7.58%

7.58%

October 25, 2005 option grant

7.94%

7.94%

October 30, 2006 option grant

8.39%

8.39%

October 29, 2007 option grant

8.79%

8.79%

October 20, 2008 option grant

9.55%

9.55%

October 20, 2009 option grant

8.72%

8.72%

October 18, 2010 option grant

6.74%

6.74%

November 2, 2011 option grant

6.75%

Volatility

(1)

November 1, 2004 option grant

29%

29%

April 15, 2005 option grant

37%

37%

June 17, 2005 option grant

38%

38%

October 25, 2005 option grant

36%

36%

October 30, 2006 option grant

44%

44%

October 29, 2007 option grant

28%

28%

October 20, 2008 option grant

31%

31%

October 20, 2009 option grant

25%

25%

October 18, 2010 option grant

31%

31%

November 2, 2011 option grant

34%

(1)

The volatility is measured at the standard deviation of the expected share price returns and is based on statistical analysis of daily share prices over the
last three years.

F-57

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

20. DEFERRED TAX

2012 2011

R’000 R’000

Balances arose from the following temporary differences:

Deferred tax asset
Property, plant and equipment

(5,460)

5,664

Provisions, including rehabilitation provision

29,247

25,108

Estimated assessed losses recognized

16,836

38,460

Investments

(4,472)

Other temporary differences

2,134

38,285

69,232

Deferred tax liability

Property, plant and equipment

(118,972)

(144,244)

Provisions, including rehabilitation provision

31,965

21,722

Other temporary differences

(25)

(3)

(87,032)

(122,525)

Net deferred mining and income tax liability

(48,747)

(53,293)

Reconciliation between deferred taxation opening and closing balances

Opening balance

(53,293)

(27,400)

Statement of other comprehensive income expense

(4,471)

Investments

(4,471)

Profit or loss credit/(expense)

9,017

(25,893)

Property, plant and equipment

14,148

74,790

Provisions, including rehabilitation provision

14,382

(28,010)

Estimated assessed losses

(21,624)

(54,849)

Other temporary differences

2,111

(17,824)

Closing balance

(48,747)

(53,293)

The group provides for deferred tax at the rates which are expected to apply for temporary differences. The group uses the
expected average effective tax rates, resulting from the mining tax formula for mining income based on forecasts per individual
entity. If a one percentage point increase in the effective tax rate is applied, the deferred tax liability would amount to R52.1
million compared to the current R48.7 million.

Deferred tax assets have not been recognized in respect of tax losses of R10.9 million (2011: R18.4 million), unredeemed capital
expenditure of R177.7 million (2011: R361.8 million) and capital losses of R261.2 million (2011: R151.4 million).

The deferred tax relating to the company’s investment in subsidiaries, joint venture and associate is Rnil (2011: Rnil) resulting
from the fact that these investments are to be realized through dividend distributions which are exempt under current tax
legislation. As a result there are also no temporary differences.

F-58

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

21. LOANS AND BORROWINGS

2012 2011

R’000 R’000

Unsecured
Domestic Medium Term Note Programme (a)

30,690

109,636

Preference shares held by Khumo Gold SPV Proprietary Limited (Khumo Gold) and the
DRDSA Empowerment Trust (b)

10,137

30,690

119,773

Less: payable within one year included under current liabilities

(30,690)

(79,345)

40,428

Loans and borrowings expected repayment schedule for capital amounts payable in
the twelve months to:
June 30, 2012

79,345

June 30, 2013

30,690

30,291

Thereafter

10,137

30,690

119,773

Analysis of gross loans and borrowings by currency:
South African Rand

30,690

119,773

Effective interest rates:
Absa Domestic Medium Term Note Programme

10.6%

9.6% - 10.6%

(a) On September 30, 2010 the group entered into a R500 million Domestic Medium Term Note Programme (DMTN
Programme) with ABSA Capital, a division of ABSA Bank Limited, under which DRDGOLD may from time to time issue notes.
R108 million was issued on October 1, 2010, consisting of R78 million and R30 million respectively, under the DMTN
Programme. The different notes issued mature 12 and 24 months from the date of issue and bear interest at the three month
Johannesburg Inter-bank Acceptance Rate plus a margin ranging from 4% to 5% per annum. The DMTN Programme is
unsecured. The first tranche of R78 million was repaid during the year ended June 30, 2012.

(b) On November 18, 2005, the group issued Class A cumulative participating preference shares to Khumo Gold, for a
subscription price of R10.6 million. Class B and Class C cumulative participating preference shares, for a subscription price of
R7.1 million and R8.6 million were issued to Khumo Gold and the DRDSA Empowerment Trust respectively on November 30,
2006. The preference shares entitled Khumo Gold and the Employee Trust to receive a dividend of R0.26 for every R0.74 paid by
Crown, ERPM and Blyvoor to DRDGOLD towards capital and interest on their outstanding intra-group loans as at November 30,
2005.

The preference shares were measured at amortized cost based on the effective interest method. As these financial instruments did
not have fixed terms, the repayment schedules for the loans were based on an estimated repayment schedule, calculated using the
available cash flows of the relevant operations with reference to their respective life-of-mine plans.

Crown repaid its loan to DRDGOLD during the year ended June 30, 2009 and a preference dividend of R31.8 million was paid to
Khumo Gold and the Employee Trust. ERPM calculated its loan settlement amount and during the year ended June 30, 2012, paid
a preference dividend of R17.2 million collectively to Khumo Gold and the DRDSA Empowerment Trust. This resulted in a
negative adjustment amounting to R6.4 million. There are no further obligations pursuant to the Crown and ERPM preference
shares and they were cancelled. As part of the disposal of Blyvoor during the year ended June 30, 2012, (refer to note 12),
DRDGOLD disposed of its intra-group loan to Village. The Blyvoor preference share liability is linked to the sale claims
disposed of to Village and has therefore been transferred to Village.

During the year ended June 30, 2011, the change in the expected cash flows of the Blyvoor life-of-mine plan resulted in a positive
adjustment of R30.8 million. Also during the year ended June 30, 2011, the payment of a R31.7 million dividend and reduction of
the repayment period at ERPM resulted in a negative adjustment of R6.0 million

F-59

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

22. CASH GENERATED BY OPERATIONS

2012 2011 2010

R’000 R’000 R’000

Profit/(loss) before taxation

395,499

(383,226) 211,626

Adjusted for:

Depreciation

120,850

130,919 190,769

Movement in provision for environmental rehabilitation

59,185

52,567 (88,034)

Movement in gold in process

(14,710)

15,612 (29,941)

Impairments

1,100

547,656 6,224

Loss/(profit) on disposal of property, plant and equipment

9,556

(3,255) (13,722)

Share-based payments

4,133

3,519 4,115

Rehabilitation trust fund adjustment

339 -

Impairment loss/(reversal of impairment) on trade receivables

554

(5,617) 4,568

Actuarial loss/(gain) on post-retirement and employee benefits

(5,651) (35,290)

Post-retirement and other employee benefits

(389)

(3,038) 5,015

Finance income

(33,440)

(52,792) (200,273)

Finance expenses

17,706

22,047 24,132

Operating cash flows before working capital changes

560,111

319,080 79,189

Working capital changes

63,472

(3,277) (31,453)

Change in trade and other receivables

33,583

(56,087) 19,650

Change in inventories

(3,328)

(10,417) (10,070)

Change in trade and other payables

33,217

63,227 (41,033)

Cash generated by operations

623,583

315,803 47,736

F-60

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

23. CASH FLOW ON DISPOSAL/ACQUISITION OF SUBSIDIARIES, NET OF CASH

2012

2011 2010

R’000

R’000 R’000

Total net cash flow on disposal/acquisition of subsidiaries

Blyvoor

(9,584)

- -

Ergo Mining Proprietary Limited

- (40,396)

(9,584)

- (40,396)

Disposal of Blyvoor
On June 1, 2012, DRDGOLD disposed of its 74% shareholding in and loan
claims against Blyvoor in exchange for R1 and 85,714,286 newly issued
ordinary shares in Village, respectively. The effective date for the recording
of the disposal is May 31, 2012 – for accounting purposes (refer to note 12).

Effect of disposal on the financial position of the group:

Property, plant and equipment

114,374

- -

Non-current investments and other assets

46,989

- -

Inventories

36,508

Trade and other receivables

32,679

- -

Cash and cash equivalents

2,358

- -

Provision for environmental rehabilitation

(46,001)

- -

Post-retirement and employee benefits

(568)

- -

Trade and other payables

(145,197)

- -

Consolidated carrying value at time of disposal

41,142

- -

Directly attributable costs

(7,226)

- -

Less: cash and cash equivalents of disposed entity

(2,358)

- -

Cash flow on disposal of subsidiary net of cash disposed

(9,584)

- -

Acquisition of Ergo Mining Proprietary Limited
On April 30, 2010 DRDGOLD acquired the remaining 50% interest in Ergo
Mining Proprietary Limited from Ergo Uranium Proprietary Limited for a
total consideration of R82.1 million, R62.1 million settled in cash and the
balance in shares in Witfontein Mining Proprietary Limited. A further R0.3
million was incurred on transaction cost. DRDGOLD has consolidated 100%
of Ergo Mining Proprietary Limited from May 1, 2010. Prior to the
acquisition, Ergo Mining Proprietary Limited was accounted for as a joint
venture.

Total cash consideration paid

- (62,438)

Add: Cash and cash equivalents of acquired entity

- 22,042

Cash flow on acquisition of subsidiary, net of cash acquired

- (40,396)

F-61

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

24. CASH FLOW ON ACQUISITION/DISPOSAL OF JOINT VENTURES, NET OF CASH

2012

2011

2010

R’000

Acquisition of Chizim Gold

During the year ended June 30, 2011, the group entered into a 50:50 joint
venture in a start-up company called Chizim Gold for a nominal cash
consideration amounting to $1 (refer note 13).
Cash flow on acquisition of joint venture

Disposal of Witfontein Mining Proprietary Limited

On April 30, 2010, Argonaut Financial Services Proprietary Limited disposed
of its 50% interest in the Witfontein Mining Proprietary Limited joint venture
for R20.0 million. No cash consideration was received as this disposal formed
part of the purchase consideration paid (value of R20.0 million) for the
acquisition of the remaining 50% interest in Ergo Mining Proprietary Limited.

The carrying value of the net asset disposed of were as follows:

Property, plant and equipment

28,809

Trade and other receivables

Cash and cash equivalents

166

Trade and other payables

(10,522)

Carrying value at time of disposal

18,500

Total cash consideration received

Less: Cash and cash equivalents of disposed entity

(166)

Cash flow on disposal of joint venture

(166)

25. CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprise cash on hand, demand deposits and
highly liquid investments. Included in cash and cash equivalents is restricted
cash of R68.6 million (2011: R75.6 million) in a form of guarantees of which
R43.0 million (2011: R43.0 million) relates to a guarantee given to
AngloGold Ashanti Limited.

Cash and cash equivalents

298,506

259,112 118,152

298,506

259,112 118,152

26. CASH FLOWS RELATING TO EXPLORATION ASSETS

Investing cash flow

14,078

17,210

57,993

F-62

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

27. COMMITMENTS AND CONTINGENT LIABILITIES

2012 2011

R’000 R’000

Capital commitments
Contracted for but not provided for in the annual financial statements

93,015

50,370

Authorized by the directors but not contracted for

201,273

119,110

294,288

169,480

This capital expenditure will be financed from existing cash resources, cash generated from operations and negotiated funding
facilities.

Operating lease commitments
The group leases its office building in terms of an operating lease. The group does not have an option to acquire the building at
the termination of the lease. There is an escalation of 8% per annum imposed by the lease agreement.

Crown leases its vehicles under various operating leases. There is an average escalation of 2.5% per annum imposed by these
lease agreements.

2012 2011

R’000 R’000

The future minimum lease payments under non-cancellable operating leases are as follows:

Not later than 1 year

1,733

1,414

Between 1 and 5 years

2,653

3,310

Contingent liabilities

Environmental
At Durban Roodepoort Deep mine, rehabilitation and other responsibilities like the National Nuclear Regulator Certificate of
Registration requirements have been taken over by DRD Proprietary Limited (a subsidiary of Mintails SA Proprietary Limited).
An official liability transfer in terms of section 58 of the Mineral and Petroleum Resources Development Act, 2002, has been
submitted to the DMR. DRDGOLD retains only the DRD Village that has no assessed liability associated with it. The legal
transfer of the liability would be dependent on the DMR’s assessment of Mintail’s financial capability. DRDGOLD therefore still
has a contingent liability until such legal transfer is effected, amounting to R63.4 million less the trust fund amount of R24.3
million. We are still awaiting a response from the DMR on its assessment of the transfer.

At West Witwatersrand Gold Mine Proprietary Limited mine, responsibility for the surface deposits of the mine,
including the environmental rehabilitation liability, has been taken over contractually by Mintails which has accepted the
associated liability. The remaining liability associated with the underground mining will be taken over by West Wits Mining
Limited (Australia) to whom the right is being ceded. The mining right was registered on May 9, 2012. The Minister approved the
cession on July 14, 2012. The liability is fully funded by means of a trust fund.

Mine residue deposits have a potential pollution impact on ground water through seepage, known as acid mine drainage
(AMD) . The group has taken certain preventative actions as well as remedial actions in an attempt to minimize the group’s
exposure to environmental contamination. No reliable estimate can be made for the potential obligation.

DRDGOLD has identified a flooding and future pollution risk posed by deep underground water at West Witwatersrand Gold
Mines Proprietary Limited (western basin) and ERPM (central basin) mines. Due to the interconnected nature of mining
operations, any proposed solution needs to be supported by all the mines located in these areas. The DMR and affected mining
companies are involved in the development of a Regional Mine Closure Strategy in the gold fields area. The government has
appointed the Trans-Caledon Tunnel Authority to propose solutions for the various basins. They have also provided funding for
the interim solution in the western and central basins. DRDGOLD provided the government with a solution through its
participation in the Western Utilities Corporation initiative for a sustainable long term solution to AMD. In view of the limitation
of current information for the accurate estimation of a potential liability, no reliable estimate can be made for the potential
obligation.

F-63

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

27. COMMITMENTS AND CONTINGENT LIABILITIES (continued)

Occupational health - Silicosis
The case of Thembekile Mankayi v AngloGold Ashanti Limited (AngloGold) regarding litigation in terms of the Occupational
Diseases in Mines and Works Act was heard in the High Court of South Africa in June 2008, and an appeal heard in the Supreme
Court of Appeals in 2010. In both instances judgment was awarded in favour of AngloGold. A further appeal that was lodged by
Mr Manyaki was heard in the Constitutional Court in 2010. Judgment in the Constitutional Court was handed down in March
2011. The judgment allows Mr Mankayi’s executor to proceed with the case in the High Court of South Africa. On August 7,
2012, one of DRDGOLD’s subsidiaries, ERPM received an attorney’s letter stating that they act on behalf of certain former gold
mine employees suffering from silicosis and also the dependants of deceased gold mine employees who allegedly died from
silicosis.

Should anyone bring similar claims against DRDGOLD or any of its subsidiaries in future, those claimants would need to provide
evidence proving that silicosis was contracted while in the employment of the company and that it was contracted due to
negligence on the company’s part. The link between the cause (negligence by the company while in its employ) and the effect
(the silicosis) will be an essential part of any case. It is therefore uncertain as to whether the company will incur any costs related
to silicosis claims in the future and due to the limited information available on any claims and potential claims and the uncertainty
of the outcome of these claims, no reliable estimate can be made for the possible obligation.

Dispute with the Ekurhuleni Municipality
The Ekurhuleni Municipality has brought an action against ERPM claiming an amount of R42.0 million (R50.8 million as at June
30, 2012) in respect of outstanding rates and taxes which are allegedly owing. ERPM has employed experts to investigate the
allegations and it appears that this claim is unfounded. ERPM is defending this action and has employed Norton Rose Attorneys
to represent it. There are sufficient defences to repel the claim, therefore the probability of an outflow of resources is not
probable.

28. FINANCIAL INSTRUMENTS

Overview
The group has exposure to credit risk, liquidity risks, as well as other market risks from its use of financial instruments. This note
presents information about the group’s exposure to each of the above risks, the group’s objectives and policies and processes for
measuring and managing risk. The group’s management of capital is disclosed in note 29. Further quantitative disclosures are
included throughout these consolidated financial statements.

Risk management framework
The Board of Directors has overall responsibility for the establishment and oversight of the group's risk management framework.
The board has established the Risk Committee, which is responsible for developing and monitoring the group's risk management
policies. The committee reports regularly to the Board of Directors on its activities.

The group's risk management policies are established to identify and analyze the risks faced by the group, to set appropriate risk
limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to
reflect changes to market conditions and the group's activities. The group, through its training and management standards and
procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and
obligations.

The Audit Committee oversees management’s monitoring of compliance with the group's risk management policies and
procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the group. The Audit
Committee is assisted in its oversight role by the internal audit function. The internal audit function undertakes both regular and
ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee.

CREDIT RISK

Credit risk is the risk of financial loss to the group if a customer or counterparty to a financial instrument fails to meet its
contractual obligations, and arises principally from the group’s receivables from customers and investment securities.

The group's financial instruments do not represent a concentration of credit risk, because the group deals with a variety of major
banks and financial institutions located in South Africa after evaluating the credit ratings of the representative financial
institutions. Furthermore, its trade receivables and loans are regularly monitored and assessed for recoverability. Where
appropriate, an impairment loss is raised.

In addition, the group's operations all deliver their gold to Rand Refinery Proprietary Limited (Rand Refinery), which refines the
gold to saleable purity levels and then sells the gold, on behalf of the South African operations, on the bullion market. The gold is
usually sold by Rand Refinery on the same day as it is delivered and settlement is made within two days.

F-64

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

28. FINANCIAL INSTRUMENTS (continued)

The following represents the maximum exposure to credit risk for all financial assets at June 30:

Carrying

value

2012

2011

R'000

Financial assets

Listed investments (refer note 11)

151,303

Unlisted investments (refer note 11)

20,426

14,987

Loans to DRDSA Empowerment Trust (refer note 11)

4,431

10,078

Investments in environmental rehabilitation guarantees (refer note 11)

59,264

Investments in environmental rehabilitation trust funds (refer note 11)

106,328

134,237

Trade and other receivables

30,830

65,717

Cash and cash equivalents

298,506

259,112

671,088

484,141

The following represents the maximum exposure to credit risk for trade and other receivables at June 30:

Carrying

value

2012

2011

R'000

Trade receivables (gold) (refer note 16)

2,082

50,131

Receivables from related parties (refer note 16)

614

438

Other receivables (refer note 16)

28,134

15,148

30,830

65,717

The ageing of trade and other receivables at June 30:

Gross Impair- Gross Impair-

value ment

2012 2012

2011 2011

R'000 R'000

Not past due

9,320 (91)

60,334 (159)

Past due 0-30 days

2,441 (186)

840 (53)

Past due 31-120 days

17,082 (923)

975 (496)

More than 120 days

9,807 (6,620)

10,834 (6,558)

38,650 (7,820)

72,983 (7,266)

Impairments were raised due to the uncertainty around the recoverability and timing of the cash flows.

Movement in the allowance for impairment in respect of trade and other receivables during the year was as follows:

Impairment Impairment

2012 2011

R'000 R'000

Balance at July 1

(7,266)

(12,882)

Impairment (recognized)/reversed

(554)

5,616

Balance at June 30

(7,820)

(7,266)

The group has no significant credit risk as the majority of the group’s receivables are from debtors with a good track record. The
impairment raised for debtors older than 120 days largely relates to the leasing of hostels.

F-65

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

28. FINANCIAL INSTRUMENTS (continued)

LIQUIDITY RISK

Liquidity risk is the risk that the group will not be able to meet its financial obligations as they fall due. The group’s approach to
managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due,
under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the group’s reputation.

The group ensures that it has sufficient cash on demand to meet expected operational expenses, including the servicing of
financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as
natural disasters.

Unless otherwise stated, the following are the contractual maturities of financial liabilities, including estimated interest payments
and excluding the impact of netting agreements:

Carrying Contractual

6 months

6-12

More than

amount

cash flows

or less

months

2-5 years

5 years

R’000 R’000

R’000

June 30, 2012

Unsecured

Domestic Medium Term Note
Programme

30,690

(30,802)

Trade and other payables

227,392

(227,392)

258,082

(258,194)

June 30, 2011

Unsecured

Domestic Medium Term Note
Programme 109,636

(116,517)

(84,135)

(1,582)

(30,800)

Preference shares held by Khumo

Gold and the DRDSA Empowerment

Trust (expected repayments)

10,137

(162,937)

Trade and other payables

325,737

(325,737)

445,510

(605,191)

(409,872)

(1,582)

(30,800)

(162,937)

F-66

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

28. FINANCIAL INSTRUMENTS (continued)

FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table represents the carrying amounts and fair values of the group's financial instruments at June 30:

Carrying

Fair Carrying

Fair

value

value value

value

2012

2012 2011

2011

R’000

R’000 R’000

R’000

Financial assets

Listed investments (refer note 11)

151,303

Unlisted investments (refer note 11)

20,426

14,987

Loans to DRDSA Empowerment Trust (refer note 11)

4,431

10,078

Investments for environmental rehabilitation
guarantees (refer note 11)

59,264

Investments in environmental rehabilitation trust funds
(refer note 11)

106,328

134,247

Trade and other receivables

30,830

65,717

Cash and cash equivalents

298,506

259,112

671,088

484,141

Financial liabilities

Loans and borrowings (refer note 21)
– non-current

40,428

40,022

– current

30,690

79,345

Trade and other payables

227,392

325,737

258,082

445,510

445,104

The fair value of a financial instrument is defined as the amount at which the instrument could be exchanged between
knowledgeable, willing parties in an arm's length transaction.

Fair values

Listed investments
The fair value of listed investments is determined with reference to published price quotations from recognized securities
exchanges and adjusted with a discount factor for any liquidity constraints.

Unlisted investments
The valuations are based on the net asset values of these investments and constitute the investments’ fair value as most of the
assets in these investment companies are carried at fair value.

Loans to black empowerment entities
The fair value of these loans cannot be reliably estimated due to the unavailability of market information.

Preference shares held by Khumo Gold and the DRDSA Empowerment Trust
Preference shares are measured at amortized cost based on expected future discounted cash flows. The original risk adjusted
discount rate of 13% is used when estimating the possible future liability and is remeasured on an annual basis. The original risk
adjusted discount rate is replaced with a risk adjusted market rate to determine a fair value on an annual basis.

Cash and cash equivalents and environmental trust funds
The carrying value of cash and cash equivalents approximates their fair value due to the short-term maturity of these deposits.
The carrying value of the environmental trust funds and investments for environmental rehabilitation guarantees approximate
their fair value due to these investments being cash in nature.

Trade and other receivables
The fair value approximates the carrying value due to their short-term maturities.

F-67

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

28. FINANCIAL INSTRUMENTS (continued)

FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)

Loans from Domestic Medium Term Note Programme
Loans from the Domestic Medium Term Note Programme are measured at amortized cost using the three month Johannesburg
Inter-bank Acceptance Rate plus a margin ranging from 4% to 5% per annum. The loan bears interest at the three month
Johannesburg Inter-bank Acceptance Rate plus a margin ranging from 4% to 5% per annum. Fair value is calculated by reference
to quoted prices for floating interest instruments.

Trade and other payables
The fair value approximates the carrying value due to their short-term maturities.

MARKET RISK

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the
group's income or the value of its holding of financial instruments. The objective of market risk management is to manage and
control market risk exposures within acceptable parameters, while optimizing returns.

Commodity price sensitivity

The profitability of the group's operations, and the cash flows generated by those operations, are affected by changes in the
market price of gold which is predominantly sold in US Dollar. DRDGOLD does not enter into forward sales, derivatives or other
hedging arrangements to establish a price in advance for the sale of future gold production.

Interest rate risk

Fluctuations in interest rates impact on the value of short-term cash investments and financing activities, giving rise to interest
rate risks. In the ordinary course of business, the group receives cash from its operations and is obliged to fund working capital
and capital expenditure requirements. This cash is managed to ensure surplus funds are invested in a manner to achieve maximum
returns while minimizing risks. Funding deficits for the group's mining operations have been financed through the issue of
additional shares and external borrowings. Lower interest rates result in lower returns on investments and deposits and may also
have the effect of making it less expensive to borrow funds at then current rates. Conversely, higher interest rates result in higher
interest payments on loans and overdrafts.

The following represents the interest rate risk profile for the group's interest-bearing financial instruments:

Carrying Carrying

value value

2012 2011

R’000 R’000

Variable interest rate instruments
Financial assets

464,098

393,359

Financial liabilities

(30,690)

(109,636)

433,408

283,723

Cash flow sensitivity analysis for variable rate instruments:

A change of 100 basis points (bp) in interest rates at the reporting date would have increased/(decreased) profit/(loss) by the
amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant. The
analysis is performed on the same basis for 2011.

2012 2011

Profit/(loss)

100 bp

increase decrease increase decrease

June 30

R’000

Variable interest rate instruments

4,334 (4,334) 2,837 (2,837)

Cash flow sensitivity

4,334 (4,334) 2,837 (2,837)

F-68

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

28. FINANCIAL INSTRUMENTS (continued)

Foreign currency risk

The group’s reporting currency is the South African Rand. Although gold is sold in US Dollars, the group is obliged to convert
this into South African Rand. The group is thus exposed to fluctuations in the US Dollar/South African Rand exchange rate. The
group conducted its operations in South Africa during the current year. Foreign exchange fluctuations affect the cash flow that it
will realize from its operations as gold is sold in US Dollars, while production costs are incurred primarily in South African
Rands. The group's results are positively affected when the US Dollar strengthens against the Rand and adversely affected when
the US Dollar weakens against the Rand.

The group's cash and cash equivalent balances are held in US Dollars and South African Rands; holdings denominated in other
currencies are relatively insignificant. The group does not hedge against foreign currency fluctuations and considers the risk to be
low due to foreign currency normally being disposed of on the same day. The group is also exposed to certain by-product
commodity price risk.

The following represents the exposure to foreign currency risks:

USD USD
2012 2011

’000 ’000

Cash and cash equivalents

Trade and other receivables

334

7,390

Trade and other payables

(93)

Net statement of financial position exposure

298

7,420

The following significant exchange rates applied during the year:

Spot rate at year-end

Average rate

2012 2011 2012 2011

1 US Dollar

8.2700

6.8295

7.7523

6.9865

Sensitivity analysis

A 10% strengthening of the Rand against the currencies mentioned at June 30, would have increased/(decreased) equity and
profit/(loss) by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain
constant. The analysis is performed on the same basis for 2011.

USD USD

2012 2011

R’000 R’000

Equity

(55)

Loss

(285)

(5,013)

A 10% weakening of the Rand against the above currencies at June 30, would have had the equal but opposite effect on the above
currencies to the amounts shown above, on the basis that all other variables remain constant.

F-69

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

28. FINANCIAL INSTRUMENTS (continued)

Other market price risk

Equity price risk arises from available-for-sale equity securities fair value adjustments accounted for in other comprehensive
income. Investments within the portfolio are managed on an individual basis and all buy and sell decisions are approved by the
Risk Committee when significant.

CATEGORIES OF FINANCIAL INSTRUMENTS

The following table represents the carrying amounts and net gain/(loss), finance income and finance expense per category of
financial instruments at June 30:

Net gain/(loss),

finance income

Net gain/(loss),

finance income

Carrying

value

and finance

expense

Carrying

value

and finance

expense

2012

2011 2011

R'000

R'000 R'000

Financial assets
Available-for-sale financial assets

171,729

6,694

14,987 6,013

Loans and receivables

499,359

25,104

469,154 20,421

671,088

31,798

484,141 26,434

Financial liabilities
Financial liabilities measured at amortized cost

258,082

(8,772)

445,510 13,716

258,082

(8,772)

445,510 13,716

FAIR VALUE HIERARCHY

The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined
as follows:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: inputs other than quoted prices included within Level 1 that are observed for the asset or liability, either directly
(i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3: inputs for the asset or liability that are not based on observed market data (unobserved inputs).

Level 1

Level 2

Level 3

Total

R'000

R'000 R'000

June 30, 2012
Available-for-sale financial assets

151,303

20,426 171,729

151,303

20,426 171,729

June 30, 2011
Available-for-sale financial assets

14,987 14,987

There have been no transfers in either direction between the different levels (2011: no transfers in either direction).

F-70

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

28. FINANCIAL INSTRUMENTS (continued)

FAIR VALUE HIERARCHY (continued)

Reconciliation of fair value measurements in Level 2 and Level 3 during the year:

2012

2011

Level 2

Level 3

Level 2

Level 3

R'000 R'000 R'000 R'000

Available-for-sale financial assets

Balance at beginning of year

- 14,987

- 14,712

Purchases during the year

135,332 9,609

Gain on fair value adjustment

15,971 7,683

- 275

Disposed through the disposal of subsidiary

- (11,853)

Balance at end of year

151,303

20,426

14,987

Gains recognized in profit or loss

- 6,656

Net gains recognized in other comprehensive
income

11,499 1,027

- 275

Gains recognized in other comprehensive income

11,499 7,683

- 275

Gains released to profit or loss

- (6,656)

11,499 7,683

- 275

The gain or loss on the fair value adjustment is recognized in other comprehensive income net of deferred tax.

The available-for-sale financial assets Level 2 comprise investments in listed shares for which an index related factor has been
applied for liquidity of the share. The available-for-sale financial assets Level 3 comprises investments in unlisted shares for
which no reasonable alternative measure for fair value is deemed appropriate. Therefore no sensitivity analysis has been prepared.
The fair value of Rand Refinery’s unlisted shares is a director’s valuation, which was made by using the net asset value of the
company. The Rand Mutual Assurance Company’s fair value is also based on a director’s valuation of which the value per share
is fixed at R0.20 between shareholders.

29. CAPITAL MANAGEMENT

The primary objective of the board of directors (the board) in managing the group's capital is to ensure that there is sufficient
capital available to support the funding requirements of the group, including capital expenditure, in a way that optimizes the cost
of capital, maximizes shareholders' returns, and ensures that the group remains in a sound financial position. There were no
changes to the group's overall capital management approach during the current year. The group manages and makes adjustments
to the capital structure as opportunities arise in the market place, as and when borrowings mature, or as and when funding is
required. This may take the form of raising equity, market or bank debt or hybrids thereof.

The board monitors the return on capital, which the group defines as net operating income divided by total shareholders' equity,
excluding non-redeemable preference shares and non-controlling interest from continued operations, and seeks to maintain a
balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security
afforded by a sound capital position. The board also monitors the level of dividends to ordinary shareholders.

The group’s net debt to equity ratio as at June 30, was as follows:

2012 2011

R’000 R’000

Total liabilities

858,368

1,069,495

Less: Cash and cash equivalents

(298,506)

(259,112)

Net liabilities

559,862

810,383

Total equity

1,633,921

1,219,166

Net debt to equity ratio June 30

0.34

0.66

F-71

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

30. RELATED PARTY TRANSACTIONS

2012 2011 2010

R’000 R’000 R’000

Directors’ remuneration

Short-term benefits
Salaries, bonuses and performance payments

16,637

15,580 13,761

End of contract payments

- -

Long service awards
Share-based payment expense

373

380 390

Post-retirement medical benefits

- -

17,010

15,960 14,151

Key management personnel remuneration

Short-term benefits
Salaries, bonuses and performance payments

61,477

52,045 58,800

End of contract payments

- -

Long service awards
Share-based payment expense

3,760

3,139 3,725

Post-retirement medical benefits

231

364 283

65,468

55,548 62,808

The group has related party relationships with its associate, joint venture, subsidiaries and with its directors and key management
personnel. Details of transactions with directors are set out in note 5. Key management personnel are those persons having
authority and responsibility for planning, directing and controlling the activities of the company, directly or indirectly, including
any director (whether executive or otherwise) of the company. During the year ended June 30, 2012, 3,584,627 (2011: none and
2010: none) treasury shares were used to settle share options exercised by key management personnel.

The post-retirement medical benefits balance for key management personnel as at June 30, 2012 amounts to R6.0 million (2011:
R5.5 million and 2010: R12.5 million).

Prior to the awarding of a contract to a related party for the supply of goods and services the group procurement manager reviews
both the pricing, quality and the reliability of that party. The contract terms are compared to similar suppliers of goods and
services to ensure that the contract is on market-related terms.

The group’s executive directors review the terms and conditions of all loans to ensure that the terms of the loans are similar to
those offered by financial institutions.

Transactions with associates, joint ventures and subsidiary companies

During the year ended June 30, 2012, the company earned management fees from EMO amounting to R21.6 million (2011: R23.3
million and 2010: R34.6 million) and interest of R26.6 milllion (2011: R26.8 million and 2010: R33.3 million), and from Blyvoor
amounting to R15.2 million (2011: R12.3 million and 2010: Rnil) and received interest amounting to R2.6 million (2011: R3.2
million and 2010: Rnil), respectively.

Insurance premiums were paid to Guardrisk Cell Captive amounting to R41.8 million and R21.0 million by ERPM and Ergo,
respectively (2011: R2.9 million by Crown). Guardrisk contractually guarantees an amount of R273.3 million of which R66.3
million worth of guarantees have been issued to the DMR.

EMO acquired 9,852,800 (2011: none and 2010: none) ordinary shares (held as treasury shares for consolidation purposes) in
DRDGOLD. As at June 30, 2012, EMO held 6,268,173 (2011: none and 2010: none) treasury shares.

F-72

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

30. RELATED PARTY TRANSACTIONS (continued)

Subsidiaries

The following information relates to the group’s financial interest in its subsidiaries at June 30:

ISSUED ORDINARY

SHARE CAPITAL

NUMBER OF

SHARES

% HELD

SHARES AT

COST

LESS

IMPAIRMENTS

R’000

EFFECTIVE

DATE OF

ACQUISITION

INDEBTEDNESS

NET OF

IMPAIRMENTS

2012

R’000

INDEBTEDNESS

NET OF

IMPAIRMENTS

2011

R’000

South Africa

Argonaut Financial Services Proprietary Limited

100

Oct 1, 1997

(1,055)

Crown Consolidated Gold Recoveries Limited 51,300,000

100

Sep

14, 1998

(245,316)

Ergo Mining Operations Proprietary Limited

1,000,000

113,177

Nov 14 , 2005

917,867

852,365

Hartebeestfontein Gold Mining Company Limited

100

Aug 16, 1999

Rand Leases (Vogelstruisfontein) Gold Mining

Company Limited

118,505,000

100

Jan 1, 1996

(42,092)

Roodepoort Gold Mine Proprietary Limited

100

Jan 1, 1996

West Witwatersrand Gold Holdings Limited 99,000,000

100

Apr

1, 1996

(22,996)

Guardrisk Insurance Company Limited²

100

Jul 1, 2008

ErgoGold

52,551

Mar 31, 2009

56,907

161,450

Blyvooruitzicht Gold Mining Company Limited³

Total

165,828

663,315

702,356

Ergo Mining Operations Proprietary Limited holds the following investments: 100% of East Rand Proprietary Mines Limited (ERPM), 100% of Crown Gold

Recoveries Proprietary Limited (Crown) and 100% of Ergo Mining Proprietary Limited (Ergo) and 65% of the ErgoGold (unincorporated).
²Guardrisk Insurance Company Limited is consolidated as a special purpose entity (SPE).
³DRDGOLD disposed of its 74% interest in Blyvoor with effect June 1, 2012.

Joint Ventures

The joint ventures for which the statement of comprehensive income and statement of financial position have been
proportionately consolidated are disclosed in note 13.

Rand Refinery agreement
The group has entered into an agreement with Rand Refinery Limited (Rand Refinery), for the refining and sale of all of its gold
produced in South Africa. Under the agreement, Rand Refinery performs the final refining of the group’s gold and casts it into
troy ounce bars. Rand Refinery then usually sells the gold on the same day as delivery at the London afternoon fixed price on the
day the gold is sold. In exchange for this service, the group pays Rand Refinery a variable refining fee plus fixed marketing, loan
and administration fees. Mr. T.J. Gwebu, Executive Officer: Legal, Compliance and Company Secretary of DRDGOLD, is a
director of Rand Refinery and a member of the Remuneration Committee and chairman of the Social and Ethics Committee. Mr.
D.J. Pretorius, CEO of DRDGOLD, was replaced as an alternate director of Rand Refinery by Mr. M. Burrell, financial director
of Ergo and a member of Rand Refinery’s Audit Committee. The group currently owns shares in Rand Refinery (which is jointly
owned by South African mining companies) (refer note 11). Trade receivables to the amount of R2.0 million (2011: R50.1
million) relate to metals sold. The group received a dividend of Rnil (2011: R6.0 million and 2010: Rnil) from Rand Refinery.

Consultancy agreement
On June 23, 2008 EMO approved a consultancy agreement with Khumo Gold, which owns 20% of EMO and Blyvoor. The
agreement provides for a monthly retainer of R200,000.

F-73

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
for the year ended June 30, 2012

31. SUBSEQUENT EVENTS

Restructuring of surface operations
On July 3, 2012, DRDGOLD announced the restructuring of the group’s surface operations (effective July 1, 2012) into Ergo in
order to improve synergies, effect costs savings and a simpler group structure. Ergo is a wholly-owned subsidiary of EMO.
EMO is 74% held by DRDGOLD, 20% by its black economic empowerment (BEE) partner, Khumo Gold and 6% by the
DRDSA Empowerment Trust.

Various transactions to give effect to the restructuring have been entered into, in terms of which:

Consequently, EMO will hold 100% of Ergo.

All conditions for DRDGOLD’s disposal of its 35% direct ErgoGold interest have been met. The ERPM and Crown disposals are
subject to the consent of the Minister of Mineral Resources in terms of section 11 (1) of the Mineral and Petroleum Resources
Development Act.

Issue of loan notes under the DMTN Programme
DRDGOLD issued notes totalling R111 million on July 2, 2012 and R54 million on September 14, 2012 under the new DMTN
Programme. The different notes issued mature 12, 24 and 36 months from date of issue and bear interest at the three month
Johannesburg Inter-bank Acceptance Rate plus a margin ranging from 4% to 5% per annum.

108

ITEM 19. EXHIBITS

The following exhibits are filed as a part of this Annual Report:

1.1

(1)

Memorandum of Association of DRDGOLD Limited.

1.2

(7)

Articles of Association of DRDGOLD Limited, as amended on November 8, 2002.

1.3

(1)

Excerpts of relevant provisions of the South African Companies Act.

1.4

(2)

Durban Roodepoort Deep (1996) Share Option Scheme as amended.

2.1

(1)

Excerpts of relevant provisions of the Johannesburg Stock Exchange Listings Requirements.

2.2

(7)

Indenture between DRDGOLD Limited, as Issuer, and The Bank of New York, as Trustee, dated November 12, 2002.

2.3

(7)

Purchase Agreement between DRDGOLD Limited and CIBC World Markets Corp., dated November 4, 2002.

2.4

(7)

Registration Rights Agreement between DRDGOLD Limited and CIBC World Markets Corp., dated
November 12, 2002.

2.5

(7)

DRDGOLD Limited 6% Senior Convertible Note Due 2006 in the amount of $61,500,000 issued pursuant to Rule
144A of the Securities Act of 1933, as amended.

2.6

(7)

DRDGOLD Limited 6% Senior Convertible Note Due 2006 in the amount of $4,500,000 issued pursuant to
Regulation S under the Securities Act of 1933, as amended.

4.1

(1)

Tribute Agreement, dated October 9, 1992, between DRDGOLD Limited and Rand Leases.

4.2

(1)

Service Agreement, dated July 27, 1995, between DRDGOLD Limited and Randgold.

4.3

(1)

Agreement, dated September 28, 1995, among First Westgold Mining Proprietary Limited, DRDGOLD Limited and
Rand Leases in respect of purchase of assets of First Westgold by Rand Leases.

4.4

(2)

Pumping Assistance, dated October 14, 1997, for the 1997/1998 fiscal year from the Minister of Mineral and Energy
Affairs – Republic of South Africa to DRDGOLD Limited.

4.5

(3)

Deposit Agreement among DRDGOLD Limited, The Bank of New York as Depositary, and owners and holders of
American Depositary Receipts, dated as of August 12, 1996, as amended and restated as of October 2, 1996, as further
amended and restated as of August 6, 1998, as further amended and restated July 23, 2007.

4.6

(4)

Security Agreement, dated November 5, 1998, between The Chase Manhattan Bank, DRDGOLD Limited, Blyvoor,
Buffels and West Wits.

4.7

(4)

Loan Agreement, dated June 8, 1999, between Industrial Development Corporation of South Africa Limited, Crown
and DRDGOLD Limited.

4.8

(4)

Lender Substitution Deed, dated August 18, 1999, between DRDGOLD Limited, DRD Australasia, NM Rothschild &
Sons (Singapore) Limited, NM Rothschild & Sons (Australia) Limited, as agent in its own capacity, and Rothschild
Nominees Proprietary Limited.

4.9

(4)

A $10m Facility Agreement, dated September 10, 1999, between DRDGOLD Limited, DRD Australasia and NM
Rothschild & Sons (Australia) Limited.

4.10

(4)

Facility Agreement, dated August 9, 1996, between PT Barisan Tropical Mining, Rothschild Australia Limited and the
Participants.

4.11

(4)

Deposit Agreement, dated September 30, 1999, between Buffels and BOE Merchant Bank, a division of BOE Bank
Limited.

4.12

(4)

Undertaking and Security Agreement, dated November 17, 1999, between BOE Bank Limited, through its division
BOE Merchant Bank, and Buffels.

4.13

(4)

Guarantee and Indemnity Agreement, dated November 17, 1999, between DRDGOLD Limited, Blyvoor, Argonaut
Financial Services Proprietary Limited, West Wits, Crown and BOE Bank Limited, through its division BOE
Merchant Bank.

4.14

(4)

Loan Security Agreement, dated November 17, 1999, between FBCF Equipment Finance Proprietary Limited and
Buffels.

4.15

(4)

Sale of Business Agreement in respect of Harties, dated August 16, 1999, between Avgold Limited, Buffels and
DRDGOLD Limited.

4.16

(4)

Form of Restraint Agreement.

4.17

(4)

Sale of Shares Agreement, dated September 29, 1997, between RMP Properties Limited, Randgold, Crown, City Deep
Limited, Consolidated Main Reef Mines and Estate Limited, Crown Mines Limited, RMP Properties SA Limited and
Industrial Zone Limited.

4.18

(5)

Form of Non-Executive Employment Agreement.

4.19

(5)

Form of Executive Employment Agreement.

4.20

(5)

Share Sale Option Agreement, dated March 12, 1993, between Newmont Proprietary Limited, Ballimore No. 56
Proprietary Limited, Clayfield Proprietary Limited and Dome Resources N.L.

4.21

(5)

Convertible Loan Agreement, dated November 19, 1997, between Tolukuma Gold Mines Proprietary Limited, Dome
Resources N.L. and Mineral Resources Development Company Proprietary Limited.

4.22

(5)

First Deed of Variation of Loan Agreement, between Mineral Resources Development Company Pty Limited, Dome
Resources N.L. and Tolukuma Gold Mines Pty Limited.

4.23

(5)

Agreement, dated February 21, 2000, between DRDGOLD Limited and Western Areas Limited.

4.24

(5)

Independent Auditor’s Report from PricewaterhouseCoopers to the Board of Directors and Shareholders of Crown
Consolidated Gold Recoveries Limited, dated August 28, 2000.

109

4.25

(5)

Shareholders’ Agreement, dated September 29, 2000, between DRDGOLD Limited, Fraser Alexander Tailings
Proprietary Limited and Mine Waste Solutions Proprietary Limited.

4.26

(5)

First Addendum to the Agreement, dated November 15, 2000, between DRDGOLD Limited and Western Areas
Limited.

4.27

(5)

Second Addendum to the Agreement, dated December 21, 2000, between DRDGOLD Limited and Western Areas
Limited.

4.28

(6)

Agreement between DRDGOLD Limited, Western Areas Limited, Consolidated African Mines Limited and JCI Gold
Limited, dated April 25, 2001.

4.29

(6)

Addendum to the Agreement between DRDGOLD Limited, Western Areas Limited, Consolidated African Mines
Limited and JCI Gold Limited, dated August 31, 2001.

4.30

(6)

Addendum to the Agreement between DRDGOLD Limited, Western Areas Limited, Consolidated African Mines
Limited and JCI Gold Limited, dated September 26, 2001.

4.31

(6)

Guarantee and Cession in Securitatem Debiti Agreement between DRDGOLD Limited and Investec Bank Limited,
dated October 9, 2001.

4.32

(6)

Second Deed of Variation of Loan Agreement between Tolukuma Gold Mines Limited, Dome Resources NL and
Mineral Resources Development Company Limited, dated June 28, 2001.

4.33

(6)

Principal Terms and Conditions for Waiving Right to Declare Default and Enforce Security Deed under 1993 Purchase
Agreement between Newmont Second Capital Corporation, Tolukuma Gold Mines (Pty.) Limited, Dome Resources
(PNG) Pty. Limited, Dome Resources NL and DRDGOLD Limited, dated July 16, 2001.

4.34

(6)

Loan Agreement between Bank of South Pacific Limited and Tolukuma Gold Mines Limited, dated November 8,
2001.

4.35

(7)

Master Finance Lease between Volvo Truck Finance Australia Proprietary Limited and Dome Resources N.L., dated
November 1, 2000.

4.36

(7)

Agreement between DRDGOLD Limited and Rand Refinery Limited, dated October 12, 2001.

4.37

(7)

Share Purchase Agreement between Crown Consolidated Gold Recoveries Limited, The Industrial Development
Corporation of South Africa Limited, Khumo Bathong Holdings Proprietary Limited and DRDGOLD Limited, dated
June 12, 2002.

4.38

(7)

Shareholder’s Agreement between The Industrial Development Corporation of South Africa Limited, Khumo Bathong
Holdings Proprietary Limited, Crown Consolidated Gold Recoveries Limited, and Crown Gold Recoveries Proprietary
Limited and DRDGOLD Limited, dated June 12, 2002.

4.39

(7)

Addendum to Shareholder’s Agreement between The Industrial Development Corporation of South Africa Limited,
Khumo Bathong Holdings Proprietary Limited, Crown Consolidated Gold Recoveries Limited, Crown Gold
Recoveries Proprietary Limited and DRDGOLD Limited, dated June 14, 2002.

4.40

(7)

Subscription Agreement between Khumo Bathong Holdings Proprietary Limited and DRDGOLD Limited, dated
June 12, 2002.

4.41

(7)

Loan Agreement between DRDGOLD Limited and Khumo Bathong Holdings Proprietary Limited, dated June 12,
2002.

4.42

(7)

Memorandum of Loan Agreement No. 1 between Durban Roodepoort Deep and Crown Gold Recoveries Proprietary
Limited, dated June 12, 2002.

4.43

(7)

Memorandum of Loan Agreement No. 2 between DRDGOLD Limited and Crown Gold Recoveries Proprietary
Limited, dated June 12, 2002.

4.44

(7)

Memorandum of Loan Agreement No. 3 between Crown Consolidated Gold Recoveries Limited and Crown Gold
Recoveries Proprietary Limited, dated June 12, 2002.

4.45

(7)

Loan Agreement between Industrial Development Corporation of South Africa Limited and Blyvooruitzicht Gold
Mining Company Limited, dated July 18, 2002.

4.46

(7)

Agreement of Loan and Pledge between DRDGOLD Limited and East Rand Proprietary Mines Limited, dated
September 12, 2002.

4.47

(7)

Management Services Agreement between DRDGOLD Limited, Khumo Bathong Holdings Proprietary Limited and
Crown Gold Recoveries Proprietary Limited, dated October 1, 2002.

4.48

(7)

Agreement amongst DRDGOLD Limited, West Witwatersrand Gold Mines Limited and Bophelo Trading Proprietary
Limited, dated June 12, 2002.

4.49

(7)

Letter Agreement between DRDGOLD Limited and The Standard Bank of South Africa, represented by its Standard
Corporate and Merchant Bank Division, dated October 7, 2002.

4.50

(7)

Memorandum of Agreement between Daun Et Cie A.G., Courthiel Holdings Proprietary Limited, Khumo Bathong
Holdings Proprietary Limited, Claas Edmond Daun, Paul Cornelis Thomas Schouten, Moltin Paseka Ncholo, Michelle
Patience Baird, Derek Sean Webbstock, as sellers, and Crown Gold Recoveries Proprietary Limited, as purchaser,
dated October 10, 2002.

4.51

(7)

Memorandum of Loan Agreement between DRDGOLD Limited and Crown Gold Recoveries Proprietary Limited,
dated October 10, 2002.

4.52

(7)

Letter Agreement Relating to Consultancy Arrangement between DRDGOLD Limited and Nicolas Goodwin, dated
October 15, 2002.

4.53

(7)

Management Services Agreement between DRDGOLD Limited and East Rand Proprietary Mines Limited, dated
October 10, 2002.

4.54

(7)

Agreement for sale of shares in Emperor Mines Limited, between DRD (Isle of Man) Limited and Kola Ventures
Limited, dated December 13, 2002.

110

4.55

(8)

Confirmation, dated August 14, 2003, between DRDGOLD Limited and Investec Bank (Mauritius) Limited.

4.56

(8)

Amendment to Confirmation, dated September 4, 2003, between DRDGOLD Limited and Investec Bank (Mauritius)
Limited.

4.57

(9)

Deed of Amalgamation for the Corporate Restructuring of Orogen Minerals (Porgera) Limited, Mineral Resources
Porgera Limited and Dome Resources (PNG) Limited, dated October 14, 2003.

4.58

(9)

Undertaking, between Oil Search Limited and DRD (Isle of Man) Limited, dated October 14, 2003.

4.59

(9)

Loan Assignment Agreement between Orogen Minerals Limited, DRD (Isle of Man) Limited and Orogen Minerals
(Porgera) Limited, dated October 14, 2003.

4.60

(9)

Agreement between Orogen Minerals Limited and DRD (Isle of Man) Limited, dated October 14, 2003.

4.61

(9)

Loan Assignment Agreement, between Dome Resources (PNG) Limited, Dome Resources Pty Limited, DRD (Isle of
Man) Limited and Tolukuma Gold Mines Limited, dated November 21, 2003.

4.62

(9)

Memorandum of Agreement made and entered into between DRDGOLD Limited, West Witwatersrand Gold Mines
Limited, Mogale Gold Proprietary Limited and Luipaards Vlei Estates Proprietary Limited dated June 6, 2003.

4.63

(10)

Porgera Joint Venture Operating Agreement between Placer (P.N.G.) Pty Limited and Highlands Gold Properties Pty.
Limited and PGC (Papua New Guinea) Pty Limited, dated November 2, 1988.

4.64

(10)

Agreement of Employment between DRDGOLD Limited and Mr. D.J.M. Blackmur, dated as of October 21, 2003.

4.65

(10)

Banking Facilities Agreement made and entered between DRDGOLD Limited and Standard Bank of South Africa,
Limited, dated November 14, 2003.

4.66

(10)

Agreement of Employment between DRDGOLD Limited and Mr. M.M. Wellesley-Wood, dated as of December 1,
2003.

4.67

(10)

Service Agreement between DRD (Isle of Man) Limited and Mr. M.M. Wellesley-Wood, dated as of December 1,
2003.

4.68

(10)

Agreement of Employment between DRDGOLD Limited and Mr. I.L. Murray, dated as of December 1, 2003.

4.69

(10)

Service Agreement between DRD (Isle of Man) Limited and Mr. I.L. Murray, dated as of December 1, 2003.

4.70

(10)

Subscription and Option Agreement made and entered between DRD (Isle of Man) Limited, Net-Gold Services
Limited and G.M. Network Limited, dated January 26, 2004.

4.71

(10)

Forward Bullion Transaction Agreements made and entered between DRDGOLD Limited and Investec Bank Limited,
dated February 4, 2004, February 6, 2004, February 10, 2004, February 11, 2004 and February 12, 2004.

4.72

(10)

Loan Agreement made and entered between DRDGOLD Limited and Investec Bank Limited, dated June 24, 2004.

4.73

(10)

Termination Agreement made and entered between DRDGOLD Limited, Eskom Holdings Limited and Investec Bank
Limited, dated June 24, 2004.

4.74

(10)

Novation Agreement made and entered between J Aron & Company, Eskom Holdings Limited and Investec Bank
Limited, dated June 24, 2004.

4.75

(10)

Memorandum of Understanding made and entered between Buffelsfontein Gold Mines Limited, Buffelsfontein
Division and The National Union of Mineworkers, The United Association of South Africa, The Mine Workers
Union (Solidarity) and The South African Electrical Workers Association regarding retrenchments associated with
No. 9, 10 and 12 Shafts of Buffelsfontein Division, dated August 6, 2004.

4.76

(10)

CCMA Settlement Agreement made and entered between Blyvooruitzicht Gold Mining Company Limited and The
United Association of South Africa, South African Equity Workers’ Association, Solidarity and The National
Union of Mineworkers regarding the retrenchment of up to 2,000 employees of the Blyvooruitzicht Gold Mining
Company, dated September 2, 2004.

4.77

(10)

Loan Agreement made and entered between DRDGOLD Limited and Investec Bank Limited, dated September 15,
2004.

4.78

(10)

Subscription Agreement made and entered between DRD (Isle of Man) Limited and DRDGOLD Limited, dated
September 21, 2004.

4.79

(10)

Common Terms Agreement of Loan made and entered between DRD (Isle of Man) Limited and Investec Bank
(Mauritius) Limited, dated October 14, 2004.

4.80

(10)

Facility A Loan Agreement made and entered between DRD (Isle of Man) Limited and Investec Bank (Mauritius)
Limited, dated October 14, 2004.

4.81

(11)

Loan Agreement made and entered between DRDGOLD Limited and Investec Bank Limited, dated December 10,
2004.

4.82

(11)

Subscription Agreement between DRDGOLD Limited and Baker Steel Capital Managers LLP (BSCM), dated April 7,
2005.

4.83

(11)

Underwriting Agreement between DRDGOLD Limited, the Baker Steel Capital Managers LLP (BSCM) and certain
underwriters, dated April 5, 2005.

4.84

(11)

Memorandum of Agreement between DRDGOLD Limited, Simmer & Jack Mines Limited and Simmer & Jack
Investments Proprietary Limited (S&J Companies), dated August 31, 2005.

4.85

(11)

Cession Agreement entered into among The Industrial Development Corporation of South Africa Limited (IDC),
DRDGOLD Limited, Business Ventures Investment No. 750 Proprietary Limited and Business Ventures Investment
No. 751 Proprietary Limited (the BVI Companies), dated July 13, 2005.

4.86

(11)

Share Sale Agreement entered into among The Industrial Development Corporation of South Africa Limited (IDC),
DRDGOLD Limited, Business Ventures Investment No. 750 Proprietary Limited (BVI 1) and Business Ventures
Investment No. 751 Proprietary Limited (BVI 2), dated July 13, 2005.

4.87

(11)

Term Sheet concluded between DRDGOLD Limited and Khumo Bathong Holdings Proprietary Limited (KBH), dated
July 6, 2005.

111

4.88

(11)

Facility B Loan Agreement between Investec Bank (Mauritius) Limited and DRD (Isle of Man)
Limited (DRDIOM), dated March 3, 2005.

4.89

(11)

Convertible Loan Facility Agreement between DRDGOLD Limited and Emperor Mines Limited (Emperor), dated
July 8, 2005.

4.90

(11)

Agreement of Employment between DRDGOLD Limited and Mr. J.W.C. Sayers, dated as of August 10, 2005.

4.91

(11)

Option Agreement entered into by and between DRDGOLD Limited and M5 Developments Proprietary Limited,
dated July 21, 2005.

4.92

(11)

Share Sale Agreement between DRD (Offshore) Limited, DRDGOLD Limited and Emperor Mines Limited, dated
November 16, 2005.

4.93

(12)

Deed of Loan, Cession, Payment and Set-Off entered into between DRDGOLD Limited, East Rand Proprietary
Mines Limited, Crown Gold Recoveries Proprietary Limited and Blyvooruitzicht Gold Mining Company Limited,
dated November 7, 2005.

4.94

(12)

Share Sale Agreement between Business Venture Investments 750 Proprietary Limited and DRDGOLD South
African Operations Proprietary Limited, dated November 8, 2005.
Share Sale Agreement between Business Venture Investments 751 Proprietary Limited and DRGOLD South
African Operations Proprietary Limited, dated November 8, 2005.

4.95

(12)

Subscription Agreement between DRDGOLD Limited and DRDGOLD South African Operations Proprietary
Limited, dated November 9, 2005 .

4.96

(12)

Share Sale Agreement between Crown Consolidated Gold Recoveries Limited and DRDGOLD South African
Operations Proprietary Limited, dated November 14, 2005.

4.97

(12)

Subscription Agreement between DRDGOLD South African Operations Proprietary Limited and Khumo Gold SPV
Proprietary Limited, dated November 18, 2005.

4.98

(12)

Subscription Agreement between DRDGOLD Limited and Khumo Gold SPV Proprietary Limited, dated
November 18, 2005.

4.99

(12)

Cession Agreement between DRDGOLD Limited and Khumo Gold SPV Proprietary Limited and Khumo Bathong
Holdings Proprietary Limited, dated November 18, 2005.

4.100

(12)

Cession Agreement between DRDGOLD Limited and The Industrial Development Corporation of South Africa
Limited and Business Venture Investments No. 750 Proprietary Limited and Business Venture Investments No. 751
Proprietary Limited, dated November 18, 2005.

4.101

(12)

Option Agreement between DRDGOLD Limited and Khumo Gold SPV Proprietary Limited and DRDGOLD South
African Operations Proprietary Limited, dated November 18, 2005.

4.102

(12)

Offer of Class A Preference Share between Khumo Gold SPV Proprietary Limited and East Rand Proprietary Mines
Limited, dated November 18, 2005.

4.103

(12)

Offer of Class A Preference Share between Khumo Gold SPV Proprietary Limited and Blyvooruitzicht Gold
Mining Company Limited, dated November 18, 2005.

4.104

(12)

Offer of Class A Preference Share between Khumo Gold SPV Proprietary Limited and Crown Gold Recoveries
Proprietary Limited, dated November 18, 2005.

4.105

(12)

Shareholders’ Agreement between DRDGOLD Limited and Khumo Gold SPV Proprietary Limited and
DRDGOLD South African Operations Proprietary Limited, dated November 24, 2005.

4.106

(12)

Sale and Subscription Agreement between DRDGOLD Limited and DRD (Offshore) Limited, dated
January 4, 2006.

4.107

(12)

Share Sale Agreement between DRD (Isle of Man) Limited and DRD (Offshore) Limited, dated February 22, 2006.

4.108

(12)

Restructure Deed between DRD (Offshore) Limited and DRD (Isle of Man) Limited and Emperor Mines Limited
and Emperor Gold Mining Company Limited and Australia and New Zealand Banking Group Limited, dated
February 24, 2006.

4.109

(12)

Facility Agreement between DRD (Porgera) Limited and Tolukuma Gold Mines Limited and Australia and New
Zealand Banking Group Limited, dated March 20, 2006.

4.110

(12)

Settlement of Loans Agreement between DRD (Isle of Man) Limited and DRD (Offshore) Limited, dated March
23, 2006.

4.111

(14)

Option Exercise Agreement between DRDGOLD Limited, Khumo Gold SPV Proprietary Limited and the Trustees
for the time being of the DRDSA Empowerment Trust dated October 10, 2006.

4.112

(14)

Class B Preference Share Subscription Agreement between DRDGOLD Limited and Khumo Gold SPV Proprietary
Limited dated October 24, 2006.

4.113

(14)

Three Class B Preference Share Subscription Agreements between Khumo Gold SPV Proprietary Limited and
Blyvooruitzicht Gold Mining Company Limited, Crown Gold Recoveries Proprietary Limited and East Rand
Proprietary Mines Limited, dated October 24, 2006.

4.114

(14)

Three Class C Preference Share Subscription Agreements between the Trustees for the time being of the DRDSA
Empowerment Trust and Blyvooruitzicht Gold Mining Company Limited, Crown Gold Recoveries Proprietary
Limited and East Rand Proprietary Mines Limited, dated October 24, 2006.

4.115

(14)

Share Sale Agreement between Emperor Mines Limited and Westech Gold Proprietary Limited, dated March 22,
2007,` regarding the disposal of its Fijian assets.

4.116

(14)

Joint Venture Interest Sale Deed – Procurement Deed between Barrick Gold Corporation, or Barrick, and Emperor
Mines Limited, dated April 12, 2007.

4.117

(14)

Subscription Agreement between Emperor Mines Limited and Barrick Gold Corporation, dated April 12, 2007.

112

4.118

(14)

Joint Venture Interest Sale Deed between Barrick Gold Corporation, Barrick (Niugini) Limited, Emperor Mines
Limited and DRD (Porgera) Limited dated July 19, 2007.

4.119

(14)

Deed of Assignment and Assumption between Barrick (Niugini) Limited (“Buyer”), DRD (Porgera) Limited
(“Seller”), Barrick (Goldfields PNG Holdings) Limited (“Goldfields”) and Minerals Resources Enga Limited
(“MRE”) (collectively “the parties”) dated July 19, 2007.

4.120

(14)

Memorandum of Agreement between Anglo Gold Ashanti Limited, Friedshelf 849 Proprietary Limited (renamed
Ergo Mining Proprietary Limited), DRDGOLD South African Operations Proprietary Limited and Mintails SA
Proprietary Limited, dated August 6, 2007.

4.121

(14)

Merger Implementation Deed between Emperor Mines Limited and Intrepid Mines Limited, dated
September 18, 2007.

4.122

(14)

Mandate for the Placement of DRD (Offshore) Limited’s 78.72% Shareholding in Emperor Mines Limited, dated
September 28, 2007.

4.123

(14)

Term Sheet for the joint venture agreement entered into by Acorn Gold Proprietary Limited, DRDGOLD Limited,
Durban Roodepoort Deep Proprietary Limited, Friedshelf 850 Proprietary Limited, Geotorm Investments Limited,
Kgosi Resource Management Proprietary Limited, Minerals and Mining Reclamation Services Proprietary Limited,
Mintails SA Proprietary Limited, West Witwatersrand Gold Mines Limited, West Witwatersrand Holdings Limited,
West Wits Mining Limited, West Wits Mining SA Proprietary Limited, dated November 9, 2007.

4.124

(15)

Third Addendum to Memorandum of Agreement between AngloGold Ashanti Limited (“AGA”), Ergo Mining
Proprietary Limited (formerly called Friedshelf 849 Proprietary Limited) (“Ergo”), DRDGOLD South African
Operations Proprietary (“DRDGOLD SA”) Mintails South Africa Proprietary Limited dated November 14, 2007.

4.125

(15)

Fifth Addendum to Memorandum of Agreement between AngloGold Ashanti Limited (“AGA”), Ergo Mining
Proprietary Limited (formerly called Friedshelf 849 Proprietary Limited (“Ergo”), DRDGOLD South African
Operations Proprietary (“DRDGOLD SA”) Mintails South Africa Proprietary Limited dated May 22, 2008.

4.126

(15)

Mining User Contract between Crown Gold Recoveries Proprietary Limited (“Crown”), East Rand Proprietary
Mines Limited (“ERPM”), Elsburg Gold Mining Joint Venture (“Elsburg JV”), Ergo Mining Proprietary Limited
(“Ergo”), Ergo Uranium Proprietary Limited (“Ergo Uranium”) and Mogale Gold Proprietary Limited (“Mogale
Gold”) dated August 15, 2008

4.127

(15)

Ergo Uranium Sale Agreement of Brakpan Plants to Ergo Mining between Ergo Uranium Proprietary Limited
(“Ergo Uranium”) and Ergo Mining Proprietary Limited (“Ergo”) dated August 15, 2008.

4.128

(15)

Ergo Mining Shareholders’ Agreement between Crown Gold Recoveries Proprietary Limited (“Crown”) and Ergo
Uranium Proprietary Limited (“Ergo Uranium”) dated August 15, 2008.

4.129

(15)

Elsburg Gold Mining Joint Venture (“Elsburg JV”) Agreement between East Rand Proprietary Mines Limited
(“ERPM”) and Mogale Gold Proprietary Limited (“Mogale Gold”) dated August 15, 2008.

4.130

(15)

Mogale Sale of Part Venture Interest in the Elsburg Gold Mining Joint Venture (“Elsburg JV”) between East Rand
Proprietary Mines Limited (“ERPM”) and Mogale Gold Proprietary Limited (“Mogale Gold”) dated September 29,
2008.

4.131

(16)

Heads of Agreement entered into by Mintails Limited, Mogale Gold Proprietary Limited (“Mogale Gold”), Ergo
Mining Proprietary Limited (“Ergo Joint Venture”), DRDGOLD Limited (“DRDGOLD”) and East Rand
Proprietary Mines Limited (“ERPM”), dated December 8, 2008 .

4.132

(16)

Loan Facility entered into by Mintails South Africa Proprietary Limited (“Borrower”), DRDGOLD Limited
(“Lender”), Mintails Limited (“Borrower’s Guarantor”), Mogale Gold Proprietary Limited (Mogale Gold”) Ergo
Uranium Proprietary Limited (“Ergo Uranium”) dated December 8, 2008.

4.133

(16)

Subscription and shareholders’ Agreement entered into by Mintails SA Proprietary Limited (“Mintails SA”),
Witfontein Mining Proprietary Limited (“Witfontein”) and Argonaut Financial Services Proprietary Limited
(“Argonaut”) dated December 9, 2008.

4.134

(16)

4.135

(17)

4.136

(17)

4.137

(17)

Facility Agreement between Investec Bank limited (“the Lender”) and DRDGOLD Limited (“the Borrower”) dated
March 31, 2009.
Final Heads of Agreement between Chizim Investments (Pvt) Limited (“Chizim”) and DRDGOLD Limited
(“DRDGOLD”) dated December 9, 2009.
Memorandum of Agreement between Ergo Uranium Proprietary Limited (“Ergo Uranium”) and East Rand
Proprietary Mines Limited (“ERPM”) dated January 21, 2010.
Heads of Agreement between East Rand Proprietary Mines Limited (“ERPM”) and Aurora Empowerment System
Proprietary Limited (“Aurora”) dated January 22, 2010.

4.138

(17)

Domestic Medium Term Note Programme (“Programme”) entered into by DRDGOLD South African Operations
Proprietary Limited (“Issuer”) and DRDGOLD Limited (“guarantor’) dated September 30 2010.

4.139

(19)

Domestic Medium Term Note ) and High Yield Programme (“DMTN Programme”) Agreement entered into by
DRDGOLD Limited (“Issuer”) Crown Gold Recoveries Proprietary Limited (“Crown Gold”), East Rand
Proprietary Mines Limited (“ERPM”), Ergo Mining Operations Proprietary Limited (“EMO”) )and ABSA Bank
Limited (“ABSA”) ) dated June 30, 2012.

4.140

(19)

Sale of Shares and Claims Agreement entered into by Village Main Reef Limited (“Village”), DRDGOLD Limited
(“DRDGOLD”) (“Seller”), Business Venture Investments No 1557 Proprietary Limited (“Purchaser”) and
Blyvooruitzicht Gold Mining Company Limited (“Blyvoor”) dated February 11, 2012.

4.141

(19)

Sale of Interest Agreement between DRDGOLD Limited (“DRDGOLD”) and Ergo Mining Proprietary Limited
(“Ergo”) dated June 29, 2012.

8.1

(19)

List of Subsidiaries.

113

12.1

(19)

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

12.2

(19)

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

13.1

(19)

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

13.2

(19)

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

15.1

(10)

Crown Gold Recoveries Proprietary Limited Consolidated Financial Statements for the years ended June 30, 2004 and
2003.

15.2

(11)

Crown Gold Recoveries Proprietary Limited Consolidated Financial Statements for the years ended June 30, 2005,
2004 and 2003.

15.3

(13)

Crown Gold Recoveries Proprietary Limited Unaudited Consolidated Financial Statements for the period ended
December 1, 2005 and the years ended June 30, 2005 and 2004.

15.4

(13)

Emperor Mines Limited Unaudited Consolidated Financial Statements for the period ended April 6, 2006 and the years
ended June 30, 2005 and 2004.

16.1

(11)

Emperor Mines Limited Consolidated Financial Statements for the years ended June 30, 2005 and 2004.

___________

(1)

Incorporated by reference to our Registration Statement (File No. 0-28800) on Form 20-F.

(2)

Incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended June 30, 1997.

(3)

Incorporated by reference to Amendment No. 1 to our Registration Statement (File No. 333-140850 ) on Form F-6.

(4)

Incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended June 30, 1999.

(5)

Incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended June 30, 2000.

(6)

Incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended June 30, 2001.

(7)

Incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended June 30, 2002.

(8)

Incorporated by reference to Amendment No. 4 of our Annual Report on Form 20-F for the fiscal year ended June 30, 2002.

(9)

Incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended June 30, 2003.

(10)

Incorporated by reference to Amendment No. 3 of our Annual Report on Form 20-F for the fiscal year ended June 30, 2004.

(11)

Incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended June 30, 2005.

(12)

Incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended June 30, 2006.

(13)

Incorporated by reference to Amendment No. 1 of our Annual Report on Form 20-F for the fiscal year ended June 30, 2006.

(14)

Incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended June 30, 2007.

(15)

Incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended June 30, 2008.

(16)

Incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended June 30, 2009.

(17)

Incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended June 30, 2010.

(18)

Incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended June 30, 2011.

(19)

Filed herewith.

114

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.

DRDGOLD LIMITED

By: /s/ D.J. Pretorius

D.J. Pretorius
Chief Executive Officer

By: /s/ C.C. Barnes

C.C. Barnes
Chief Financial Officer

Date: October 26, 2012

edward nathan sonnenbergs

johannesburg cape town durban stellenbosch

1 north wharf square

loop street foreshore cape town 8001

p o box 2293 cape town south africa 8000

docex 14 cape town

tel +2721 410 2500 fax +2721 410 2555

info@problemsolved.co.za www.problemsolved.co.za

PROGRAMME AGREEMENT

in respect of the

DRDGOLD LIMITED

ZAR2 000 000 000 DOMESTIC MEDIUM TERM AND HIGH YIELD NOTE PROGRAMME

Unconditionally and irrevocably guaranteed, jointly and severally by, Crown Gold Recoveries

Proprietary Limited, East Rand Proprietary Mines Limited, Ergo Mining Operations Proprietary

Limited and Ergo Mining Operations Proprietary Limited

amongst

DRDGOLD LIMITED

(as Issuer)

and

CROWN GOLD RECOVERIES PROPRIETARY LIMITED

(as Guarantor)

and

EAST RAND PROPRIETARY MINES LIMITED

(as Guarantor)

and

ERGO MINING OPERATIONS PROPRIETARY LIMITED

(as Guarantor)

and

ERGO MINING PROPRIETARY LIMITED

(as Guarantor)

and

ABSA CAPITAL LIMITED, ACTING THROUGH THE INVESTMENT BANKING DIVISION OF ABSA BANK

LIMITED, AFFILIATED WITH BARCLAYS BANK PLC

(as Arranger and Dealer)

TABLE OF CONTENTS

Clause number and description

Page

PARTIES .............................................................................................................................................................................. 1

INTRODUCTION.................................................................................................................................................................. 1

INTERPRETATION.............................................................................................................................................................. 1

AGREEMENTS TO ISSUE AND SUBSCRIBE ................................................................................................................. 5

CONDITIONS OF ISSUE .................................................................................................................................................... 6

REPRESENTATIONS AND WARRANTIES ..................................................................................................................... 9

UNDERTAKINGS .............................................................................................................................................................. 16

INDEMNITY........................................................................................................................................................................ 20

AUTHORITY TO DISTRIBUTE DOCUMENTS .............................................................................................................. 22

10. DEALERS’ UNDERTAKINGS AND INDEMNITY ........................................................................................................... 22

11. FEES AND EXPENSES.................................................................................................................................................... 23

12. TERMINATION AND APPOINTMENT OF DEALERS .................................................................................................. 24

13. APPOINTMENT OF NEW DEALERS ............................................................................................................................ 25

14. INCREASE IN THE AGGREGATE NOMINAL AMOUNT OF THE PROGRAMME ..................................................... 25

15. STATUS OF THE DEALERS AND THE ARRANGER................................................................................................... 26

16. BENEFIT OF AGREEMENT ............................................................................................................................................ 27

17. CALCULATION AGENT................................................................................................................................................... 27

18. NOTICES AND DOMICILIA............................................................................................................................................. 27

19. CONFIDENTIALITY ......................................................................................................................................................... 29

20. GOVERNING LAW ......................................................................................................................................................... 30

21. JURISDICTION ............................................................................................................................................................... 30

22. SEVERABILITY .............................................................................................................................................................. 30

23. GENERAL ....................................................................................................................................................................... 31

24. COUNTERPARTS ......................................................................................................................................................... 31

SCHEDULE 1 ......................................................................................................................................................................... 34

SCHEDULE 2 ......................................................................................................................................................................... 38

SCHEDULE 3 ......................................................................................................................................................................... 39

SCHEDULE 3 .............................................................................................................................................................................. 41

SCHEDULE 3 .............................................................................................................................................................................. 42

SCHEDULE 3 .............................................................................................................................................................................. 44

SCHEDULE 4 .............................................................................................................................................................................. 45

SCHEDULE 5 .............................................................................................................................................................................. 46

ANNEX A...................................................................................................................................................................................... 61

PROGRAMME AGREEMENT

PARTIES

1.1.

The Parties to this Agreement are:

1.1.1.

DRDGOLD LIMITED (“ DRDGOLD ” and the “ Issuer ”);

1.1.2.

CROWN GOLD RECOVERIES PROPRIETARY LIMITED, EAST RAND

PROPRIETARY MINES LIMITED, ERGO MINING OPERATIONS

PROPRIETARY LIMITED AND ERGO MINING PROPRIETARY LIMITED (the

“ Guarantors ”); and

1.1.3.

ABSA CAPITAL LIMITED, ACTING THROUGH THE INVESTMENT BANKING

DIVISION OF ABSA BANK LIMITED AFFILIATED WITH BARCLAYS BANK

PLC (“ Absa Capital ” or “ Arranger and Dealer ”).

1.2.

The Parties agree as set out below.

INTRODUCTION

2.1.

The Issuer has executed an Agency Agreement (as defined below) recording certain matters

relating to the Notes, the Transfer Agent, the Calculation Agent and the Paying Agent.

2.2.

The Agency Agreement sets out provisions relating, inter alia , to the Notes, payments

thereunder and documentation relating to the issue and payment of Notes and the role of

the Transfer Agent, the Calculation Agent and the Paying Agent under the Programme.

2.3.

In addition to the matters recorded in the Agency Agreement, the Issuer wishes to record

herein certain matters relating to the Arranger and the Dealers, the issue of and subscription

for the Notes under the Programme and attach pro forma documents relating to the

Programme.

INTERPRETATION

3.1.

Terms and expressions defined in the Programme Memorandum or used in the Applicable

Pricing Supplement relating to a Tranche of Notes shall have the same meaning in this

Agreement, except where the context requires otherwise or unless otherwise stated.

3.2.

In addition, unless the context dictates otherwise, the words and expressions set forth below

shall bear the following meanings and cognate expressions shall bear corresponding

meanings:

3.2.1. “ Agency Agreement ” means the agency agreement dated on or about the date

of this Agreement entered into between the Issuer, the Paying Agent, the

Calculation Agent and the Transfer Agent;

3.2.2. “ Agreement ” means this programme agreement dated the date of the last

signature hereto, and the schedules hereto;

3.2.3. “ Agreement Date ” means, in relation to a Tranche of Notes, the date on which

an agreement is concluded for the issue of such Notes as contemplated in

clause 4 which, in the case of Notes issued on a syndicated basis or otherwise

in relation to which a Subscription Agreement is entered into, shall be the date

upon which the relevant Subscription Agreement is signed by or on behalf of all

the parties thereto;

3.2.4. “ Confirmation Letter ” means:

3.2.4.1.

in respect of the appointment of a third party as a Dealer for the

duration of the Programme, the Confirmation Letter substantially in

the form set out in Part II of Schedule 3 hereto;

3.2.4.2.

in respect of the appointment of a third party as a Dealer for one or

more Tranches of Notes under the Programme, the Confirmation

Letter substantially in the form set out in Part IV of Schedule 3

hereto;

3.2.5. “ Dealers ” means the Initial Dealer and any New Dealer and excludes any entity

whose appointment has been terminated pursuant to clause 12 and references

in this Agreement to the “ Relevant Dealer ” shall, in relation to a Tranche of

Notes, be references to the Dealer or Dealers with whom the Issuer has agreed

the issue and subscription for such Tranche(s);

3.2.6. “ Dealer Accession Letter ” means:

3.2.6.1.

in respect of the appointment of a third party as a Dealer for the

duration of the Programme, the Dealer Accession Letter

substantially in the form set out in Part I of Schedule 3 hereto; and

3.2.6.2.

in respect of the appointment of a third party as a Dealer for one or

more Tranches of Notes under the Programme, the Dealer

Accession Letter substantially in the form set out in Part III of

Schedule 3 hereto;

3.2.7. “ Financial Exchange ” means the JSE or its successor, or any other or further

financial exchange or financial exchanges on which any Notes may be listed,

and references in this Agreement to the “ relevant Financial Exchange(s) ”

shall, in relation to any Notes, be references to the Financial Exchange or

Financial Exchanges on which such Notes are from time to time, or are

intended to be, listed;

3.2.8. “ Initial Dealer ” means Absa Capital;

3.2.9. “ Initial Documentation List ” means the list of documents set out in Part 1 of

Schedule 1 to this Agreement;

3.2.10. “ Issuer ” means DRDGOLD Limited, a company duly incorporated in the

Republic of South Africa with limited liability under registration number

1895/000926/06;

3.2.11. “ JSE ” means the JSE Limited (registration number 2005/022939/06), a licensed

Financial Exchange in terms of the Securities Services Act or any Financial

Exchange which operates as a successor Financial Exchange to the JSE;

3.2.12. “ Lead Manager(s) ” means, in relation to a Tranche of Notes, the person

defined as the Lead Manager(s) in the applicable Subscription Agreement or

when only one Dealer signs such Subscription Agreement, such Dealer;

3.2.13. “ New Dealer ” means any entity appointed as an additional Dealer for the

duration of the Programme or for a particular Tranche of Notes, whether

pursuant to clause 13 or pursuant to a Subscription Agreement;

3.2.14. “ Notes ” means secured or unsecured notes issued or to be issued by the

Issuer under the Programme, pursuant to this Programme Agreement;

3.2.15. “ Participant ” means a person accepted by the CSD as a participant in terms of

section 34 of the Securities Services Act, and who is approved by the JSE, in

terms of the rules of the JSE, as a settlement agent to perform electronic

settlement of funds and scrip;

3.2.16. “ Programme ” means the DRDGOLD Limited ZAR2 000 000 000 Domestic

Medium Term and High Yield Note Programme under which the Issuer may

from time to time issue Notes;

3.2.17. “ Programme Memorandum ” means the document so entitled in respect of the

Programme dated on or about the date of this Agreement; provided that if the

Issuer publishes a new Programme Memorandum or a supplement to the

Programme Memorandum, as the case may be (as contemplated in the section

of the Programme Memorandum headed “Documents Incorporated by

Reference”), references to “Programme Memorandum” shall be construed as

references to that new Programme Memorandum or the Programme

Memorandum as supplemented, as the case may be;

3.2.18. “ Relevant Agreement ” means, in respect of a Tranche of Notes, the

agreement concluded for the issue of such Tranche as contemplated in

clause 4 which, in the case of Notes issued on a syndicated basis or otherwise

in relation to which a Subscription Agreement is entered into, shall be the

Subscription Agreement;

3.2.19. “ Securities Act ” means the U.S. Securities Act, 1933 (as amended);

3.2.20. “ Securities Services Act ” means the Securities Services Act, 2004 (as

amended), or such other relevant successive legislation;

3.2.21. “ Settlement Date ” means a day on which a trade in respect of a Tranche of

Notes listed on the relevant Financial Exchange settles, in terms of the rules

thereof from time to time (unless otherwise stipulated), or, in respect of unlisted

Notes, such date as may be agreed between the Issuer and the relevant

Dealer(s);

3.2.22. “ Sponsoring Member ” means Absa Capital or such other Sponsoring Member

as the Issuer may from time to time appoint for the purposes of liaising with the

Financial Exchange;

3.2.23. “ Subscription Agreement ” means an agreement in or substantially in the form

set out in Schedule 5 hereto or such other form as may be agreed between the

Issuer and the Lead Manager, and the Dealer(s), if applicable, relating to a

Tranche of Notes, which agreement shall be supplemental to this Agreement;

3.2.24. “ Terms and Conditions ” means, in relation to a Tranche of Notes, the terms

and conditions set out in the section of the Programme Memorandum headed

“Terms and Conditions of the Notes” as modified and supplemented by the

Applicable Pricing Supplement pertaining to that Tranche of Notes and

“Condition” refers to a condition set forth in the Terms and Conditions; and

3.2.25. “ U.S. ” means the United States of America.

3.3.

In this Agreement, clause headings are inserted for convenience and ease of reference only

and shall not affect the interpretation of this Agreement.

3.4.

All references in this Agreement to the provisions of any statute shall be deemed to be

references to that statute as from time to time modified, extended, amended or re-enacted.

3.5.

All references in this Agreement to an agreement, instrument or other document (including

this Agreement, the Programme Memorandum, any Tranche of Notes and any Terms and

Conditions appertaining thereto) shall be construed as a reference to that agreement,

instrument or document as the same may be amended, modified, varied, supplemented,

replaced or novated from time to time.

3.6.

Words denoting the singular number only shall include the plural number also and vice

versa ; words denoting the masculine gender only shall include the feminine gender also;

and words denoting persons only shall include firms and corporations and vice versa .

3.7.

When any number of days is prescribed, such number shall be reckoned exclusively of the

first and inclusively of the last day unless the last day falls on a day which is not a Business

Day, in which case the last day shall be the next succeeding day which is a Business Day

unless otherwise specified in the Applicable Pricing Supplement.

AGREEMENTS TO ISSUE AND SUBSCRIBE

4.1.

Subject to the terms and conditions of this Agreement, the Issuer may from time to time

agree with any Dealer to issue, and any Dealer may agree to subscribe for, or to procure the

subscription for Notes, provided that until such agreement is reached, no Dealer shall have

any obligations in respect of any particular issue of Notes, nor shall any Dealer be entitled to

subscribe for, or procure the subscription for Notes or to solicit subscriptions for Notes,

without the express prior written consent of the Issuer.

4.2.

Unless otherwise agreed between the Issuer and the Relevant Dealer, on each occasion

upon which the Issuer and the Relevant Dealer agree on the terms of the issue and

subscription for one or more Tranche(s) of Notes to be listed on a Financial Exchange, the

Issuer shall instruct:

4.2.1.

the Relevant Dealer to complete in accordance with the details of the

instruction, the necessary details on the Applicable Pricing Supplement;

4.2.2.

the Transfer Agent to create the Register and enter the name of the CSD’s

Nominee as registered Noteholder in the Register; and

4.2.3.

the Participant to facilitate the settlement of trades, and if applicable, shall

cause such Tranche(s) of Notes to be executed, issued and delivered in the

form of Individual Certificates to the Participant, who will in turn deliver such

Individual Certificates to the CSD.

4.3.

Unless otherwise agreed between the Issuer and the relevant Dealer, where more than one

Dealer has agreed with the Issuer to subscribe for, or procure the subscription for a

particular Tranche of Notes pursuant to this clause 4 the obligations of such Dealers so to

subscribe for, or to procure the subscription for, the Notes shall be several but not joint.

4.4.

Where the Issuer agrees with one or more Dealers to issue, and such Dealers agree to

subscribe for, or procure the subscription for Notes, the Issuer shall enter into a Subscription

Agreement with such Dealer(s). For the avoidance of doubt, the Agreement Date in respect

of such issue shall be the date on which the Subscription Agreement is signed on behalf of

all parties thereto.

4.5.

The procedures for unlisted Notes shall be agreed by the parties at an appropriate time

before the issue thereof.

4.6.

Each of the Issuer and the Dealers acknowledges that any issue of Notes in respect of

which particular laws, guidelines, regulations, restrictions or reporting requirements apply

may only be issued in circumstances which comply with such laws, guidelines, regulations,

restrictions or reporting requirements from time to time.

CONDITIONS OF ISSUE

5.1.

First Issue

Before the Issuer reaches its first agreement with any Dealer for the issue of, and

subscription for Notes, each Dealer shall have received, and found satisfactory (in its

reasonable opinion) all of the documents and confirmations described in Part 1 of the Initial

Documentation List from the Arranger. Any Dealer must notify the Arranger and the Issuer

within 10 (ten) calendar days (or such shorter period as may be agreed between the Issuer,

the Arranger and the Relevant Dealer(s)) of receipt of the documents and confirmations

described in Part 1 of Schedule 1 if it considers any to be unsatisfactory in its reasonable

opinion and, in the absence of such notification, such Dealer shall be deemed to consider

such documents and confirmations to be satisfactory.

5.2.

Each Issue

5.2.1.

The obligations of a Dealer under any agreement for the issue, and subscription

for Notes, made pursuant to clause 4 are conditional upon:

5.2.1.1.

there having been, as at the proposed Issue Date, no adverse

change in the condition (financial or otherwise) of the Issuer or any

of the Guarantors which is likely, in the reasonable opinion of the

Relevant Dealer, to be considered to be material in the context of

the issue and offering of the Notes from that set forth in the

Programme Memorandum as at the relevant Agreement Date, nor

the occurrence of any event making untrue or incorrect in any

material respect, any of the representations and warranties

contained in clause 6;

5.2.1.2.

subject to clause 14, the maximum aggregate nominal amount of all

Notes from time to time Outstanding (including that issue of Notes)

not exceeding ZAR2 000 000 000;

5.2.1.3.

there being no unremedied breach of any of the material obligations

of the Issuer or any of the Guarantors under this Agreement, the

Agency Agreement or any Notes, which have not been expressly

waived by the Relevant Dealer on or prior to the proposed Issue

Date;

5.2.1.4.

in the case of Notes which are intended to be listed, the relevant

authorities having agreed to list such Notes, subject only to the

issue of the relevant Notes;

5.2.1.5.

no meeting of Noteholders (or any of them) to consider matters

which might in the reasonable opinion of the Relevant Dealer be

considered to be material in the context of the issue of the Notes

having been duly convened but not yet held or, if held but

adjourned, the adjourned meeting having not been held and the

Issuer or any of the Guarantors not being aware of any

circumstances which are likely to lead to the convening of such a

meeting;

5.2.1.6.

between the Agreement Date and the Issue Date for such Notes,

there having been, in the reasonable opinion of the Relevant

Dealer, no such change in national or international financial, political

or economic conditions or currency exchange rates or exchange

controls as would, in the reasonable opinion of the relevant Dealer

be likely to prejudice materially the success of the offering and

distribution of the Notes proposed to be issued or dealings in such

Notes in the secondary market;

5.2.1.7.

there having been, if applicable, between the Agreement Date and

the Issue Date, no downgrading in the rating of the Issuer or any of

the Guarantors, or their debts (as the case may be), or withdrawal

by any rating agency, nor any public notice of any intended or

potential downgrading or withdrawal, of the rating given by such

rating agency or the placing of the Issuer or any of the Guarantors

on “Creditwatch” with negative implications where such ratings

downgrade would be likely to prejudice the success of the offering

and distribution of the Notes proposed to be issued. For the

avoidance of doubt, only a rating agency that has given a rating in

respect of the Issuer or any of the Guarantors may place the Issuer

or any of the Guarantors on Creditwatch;

5.2.1.8.

the form of the Applicable Pricing Supplement and, in the case of

Notes evidenced by Certificates, the Certificates and the relevant

settlement procedures having been agreed by the Issuer and the

relevant Dealer;

5.2.1.9.

the Specified Currency being accepted for settlement by the CSD;

and

5.2.1.10. any calculations or determinations which are required by the

relevant Terms and Conditions to have been made prior to the

Issue Date having been duly made.

5.2.2.

If, following an Agreement Date and before the relevant Issue Date, the Issuer

or any of the Guarantors becomes aware that the conditions specified in this

clause 5.2 will not be satisfied, the Issuer or any of the Guarantors shall

forthwith notify the relevant Dealer to this effect giving full details thereof. In

addition, the Issuer or any of the Guarantors shall take such steps as may

reasonably be requested by the Arranger and/or the Relevant Dealer, subject to

the agreement of the Issuer, to remedy and/or publicise the same. In the event

that any of the foregoing conditions is not satisfied, the relevant Dealer shall be

entitled (but not bound) by notice to the Issuer to be released and discharged

from its obligations under the agreement reached under clause 4. In the event

that the Relevant Dealer(s) gives notice as aforesaid, the Issuer shall remain

liable (under the terms of the Relevant Agreement) for the reasonable expenses

of the Dealer(s) party to such Relevant Agreement, incurred prior to or in

connection with such termination, unless otherwise agreed between the Issuer

and the Dealer(s).

5.3.

Waiver

Subject to the discretion of the Lead Manager(s) as provided in a Subscription Agreement,

any Dealer, on behalf of itself only, may by notice in writing to the Issuer, waive any of the

conditions precedent contained in clause 5.2, save for the condition precedent contained in

clause 5.2.1.2 in so far as they relate to an issue of Notes to that Dealer, or an investor

procured by that Dealer.

5.4.

Updating of legal opinions and further legal opinions

Before each issue of Notes by the Issuer and on such other occasions as the Dealers may

reasonably request, the Issuer and/or, as the case may be, any of the Guarantors, will

procure that further legal opinions that are reasonably requested by the Dealers in such form

as the Dealers may reasonably require are delivered, at the expense of the Issuer to the

Dealers from legal advisers (approved by the Dealers) in South Africa. If at or prior to the

time of any agreement to issue and subscribe for Notes under clause 4 such a request is

made with respect to the Notes to be issued, the receipt of the relevant opinion or opinions

in a form reasonably satisfactory to the relevant Dealer shall be a further condition

precedent to the issue of those Notes to that Dealer or an investor procured by that Dealer.

REPRESENTATIONS AND WARRANTIES

6.1.

As at the date of this Agreement, the Issuer hereby represents, warrants and undertakes to

the Dealers and each of them as follows:

6.1.1.

that the Issuer is duly established and validly existing under the laws of South

Africa and as such has full power and capacity to carry on its business as

described in the Programme Memorandum and is lawfully qualified to do

business in those jurisdictions in which business is conducted by it;

6.1.2.

that the execution and delivery of this Agreement and any Subscription

Agreement, and the Agency Agreement have been duly authorised by the

Issuer and that, when executed and delivered by the Issuer constitute and will

constitute valid, legally binding and enforceable obligations of the Issuer;

6.1.3.

that the issue of Notes by the Issuer has been duly authorised by the Issuer and

when executed, issued and delivered, each Note will constitute legal, valid,

binding and enforceable obligations of the Issuer;

6.1.4.

that no other action, condition or thing is required to be taken, fulfilled or done

(including without limitation the obtaining of any consent, approvals,

authorisations, orders, qualifications or licence or the making of any filing or

registration) for or in connection with the execution, issue and offering of any

Notes under the Programme, or the execution, delivery and compliance by the

Issuer with the terms of this Agreement, any Subscription Agreement, the

Agency Agreement, any Notes and/or the performance of the terms of any

Notes;

6.1.5.

that the execution and delivery of this Agreement, and any Subscription

Agreement and the Agency Agreement, the issue, offering and distribution of

any Notes, the carrying out of the other transactions contemplated by this

Agreement, and/or any Subscription Agreement and the Agency Agreement

and compliance with the terms thereof do not and will not, to the best of the

Issuer’s knowledge and belief, (i) conflict with or result in a breach in any

material respect of any of the terms or provisions of, or constitute a default

under the laws of South Africa or any material indenture, trust deed, mortgage

or other agreement or instrument to which the Issuer is a party or by which it or

any of its properties is bound, in a manner which would have a Material

Adverse Effect on the Issuer or the Issuer’s obligations under the Terms and

Conditions as well as this Agreement, or (ii) infringe any existing applicable law,

rule, regulation, judgment, order or decree of the government of South Africa or

governmental body or court in South Africa or any judgment, order or decree of

any foreign government, body or court, or (iii) insofar as the Issuer is aware,

infringe any other law, rule or regulation;

6.1.6.

that the Programme Memorandum contains all information with respect to the

Issuer which is material in the context of the Programme and the issue and offer

of Notes thereunder (including all information required by applicable laws of

South Africa), that the information contained in the Programme Memorandum is

true and accurate in all material respects and is not misleading, that the

opinions and intentions of the Issuer expressed therein are honestly held, that

there are no other facts with respect to the Issuer or the Notes the omission of

which would make the Programme Memorandum or any of such information or

the expression of any such opinions or intentions misleading in any material

respect, that the Issuer has made all reasonable enquiries to ascertain all facts

material for the purposes aforesaid and, without prejudice to the above, that the

Programme Memorandum contains all information required by the Financial

Exchange, except as such may be waived by the relevant Financial Exchange

and except in respect of unlisted Notes;

6.1.7.

that the most recently published audited consolidated annual financial

statements, and any statements, reports and notes thereto, of the Issuer were

prepared in accordance with the requirements of law in South Africa and with

generally accepted accounting practices in South Africa and/or IFRS (as the

case may be) consistently applied and they fairly present the financial condition

of the Issuer, as at the date to which they were prepared (the “ relevant date ”)

and the results of the operations of the Issuer in respect of the periods for which

they were prepared and that there has been no material adverse change or any

development involving a prospective adverse change in the condition (financial

or otherwise) of the Issuer which could reasonably be expected to have a

Material Adverse Effect since the date of the most recently published audited

financial statements except as disclosed in the Programme Memorandum;

6.1.8.

save as disclosed in the Programme Memorandum, that there are no litigation,

arbitration or administrative proceedings involving the Issuer (and, so far as the

Issuer is aware, no such proceedings are pending, threatened or contemplated)

which, if determined adversely to the Issuer could individually or in aggregate

have a Material Adverse Effect on the condition (financial or otherwise) or

operations of the Issuer or the ability of the Issuer to comply with or perform its

obligations under the terms of any Notes, this Agreement, and/or any

Subscription Agreement and the Agency Agreement, save as disclosed in the

Programme Memorandum;

6.1.9.

that no Event of Default (as defined in the Programme Memorandum) or event

which with the giving of notice, the expiry of any grace period, the making of

any determination, or any combination thereof may constitute an Event of

Default is subsisting in relation to any Outstanding Note and no event has

occurred which might reasonably be expected to constitute (after an issue of

Notes) an Event of Default thereunder or which with the giving of notice, the

expiry of any grace period, the making of any determination, or any combination

thereof may (after an issue of Notes) reasonably be expected to constitute such

an Event of Default;

6.1.10.

that, except as set forth in the Programme Memorandum, generally, and in

particular, Condition 11 ( Taxation ) thereof, all amounts payable by the Issuer in

respect of the Notes shall be made free and clear of and without withholding or

deduction for or on account of any present or future taxes, duties, assessments

or governmental charges of whatever nature imposed or levied by or on behalf

of South Africa or any political sub-division thereof or authority or agency

therein or thereof having power to tax;

6.1.11.

that all consents, approvals, authorisations, orders and clearances of all

regulatory authorities required by the Issuer for, or in connection with, the

creation and offering of Notes under the Programme, the execution and issue

of, and compliance by the Issuer with the terms of the Notes issued under the

Programme and the entry into, execution and delivery of, and compliance with

the terms of this Agreement, and any Subscription Agreement to be concluded

and the Agency Agreement have been obtained and are in full force and effect;

6.1.12.

that at all times it will ensure that all necessary action is taken and all necessary

conditions are fulfilled (including, without limitation, the obtaining of all

necessary consents) so that it may lawfully comply with its obligations under the

Notes and this Agreement and any Subscription Agreement to be concluded

and the Agency Agreement and, further, so that it may comply with any

applicable laws, regulations and guidelines from time to time promulgated by

any South African governmental and regulatory authorities relevant in the

context of the issue of Notes under the Programme;

6.1.13.

neither the Issuer nor any of its assets is entitled to immunity from suit,

execution, attachment or other legal process in any jurisdiction;

6.1.14.

that all Senior Notes will rank as described in Condition 5.1 ( Status of Senior

Notes ) and all Subordinated Notes will rank as described in Condition 5.2

( Status of Subordinated Notes ) of the Terms and Conditions;

6.1.15.

that none of the Issuer, its affiliates (as defined in Rule 405 under the Securities

Act) or any persons acting on any of their behalf has engaged or will engage in

any direct selling efforts in the U.S. (as defined in Regulation S under the

Securities Act) or in any other selling efforts in contravention of the selling

restrictions (as set out in Schedule 2 hereto), in respect of the Notes;

6.1.16.

that the Issuer, its affiliates and each person acting on any of their behalf have

complied with and will comply with the offering restrictions requirements of

Regulation S under the Securities Act (if applicable); and

6.1.17.

insofar as the Issuer is aware there is no substantial U.S. market interest (as

defined in Regulation S under the Securities Act) in the Notes.

6.2.

As at the date of this Agreement, each of the Guarantors hereby represents, warrants and

undertakes to the Dealers and each of them as follows:

6.2.1.

that each of the Guarantors is duly established and validly existing under the

laws of South Africa and as such has full power and capacity to carry on its

business as described in the Programme Memorandum and is lawfully qualified

to do business in those jurisdictions in which business is conducted by it;

6.2.2.

that the execution and delivery of this Agreement, any Subscription Agreement,

and the Guarantee have been duly authorised by each of the Guarantors and

that, when executed and delivered by each of the Guarantors constitute and will

constitute valid, legally binding and enforceable obligations of the Guarantors;

6.2.3.

that no other action, condition or thing is required to be taken, fulfilled or done

(including without limitation the obtaining of any consent, approvals,

authorisations, orders, qualifications or licence or the making of any filing or

registration) for or in connection with the execution, issue and offering of any

Notes under the Programme, or the execution, delivery and compliance by each

of the Guarantors with the terms of this Agreement, any Subscription

Agreement, the Guarantee, any Notes and/or the performance of the terms of

any Notes;

6.2.4.

that the execution and delivery of this Agreement, and any Subscription

Agreement and the Guarantee, the issue, offering and distribution of any Notes,

the carrying out of the other transactions contemplated by this Agreement,

and/or any Subscription Agreement and the Guarantee and compliance with the

terms thereof do not and will not, to the best of each of the Guarantor’s

knowledge and belief, (i) conflict with or result in a breach in any material

respect of any of the terms or provisions of, or constitute a default under the

laws of South Africa or any material indenture, trust deed, mortgage or other

agreement or instrument to which each of the Guarantors is a party or by which

any of them or any of their properties is bound, in a manner which would have a

Material Adverse Effect on any or either of the Guarantor’s ability to fulfil its

obligations under the Terms and Conditions, or (ii) infringe any existing

applicable law, rule, regulation, judgment, order or decree of the government of

South Africa or governmental body or court in South Africa or any judgment,

order or decree of any foreign government, body or court, or (iii) insofar as each

of the Guarantors is aware, infringe any other law, rule or regulation;

6.2.5.

that the Programme Memorandum contains all information with respect to each

of the Guarantors which is material in the context of the Programme and the

issue and offer of Notes thereunder (including all information required by

applicable laws of South Africa), that the information contained in the

Programme Memorandum is true and accurate in all material respects and is

not misleading in any material respect, that the opinions and intentions of each

of the Guarantors expressed therein are honestly held, that there are no other

facts with respect to each of the Guarantors or the Notes the omission of which

would make the Programme Memorandum or any of such information or the

expression of any such opinions or intentions misleading in any material

respect, that each of the Guarantors has made all reasonable enquiries to

ascertain all facts material for the purposes aforesaid and, without prejudice to

the above, that the Programme Memorandum contains all information required

by the Financial Exchange, except as such may be waived by the relevant

Financial Exchange and except in respect of unlisted Notes;

6.2.6.

that the most recently published audited consolidated annual financial

statements, and any statements, reports and notes thereto, of each of the

Guarantors were prepared in accordance with the requirements of law in South

Africa and with generally accepted accounting practices in South Africa and/or

IFRS (as the case may be) consistently applied and they fairly present the

financial condition of each of the Guarantors, as at the date to which they were

prepared and the results of the operations of each of the Guarantors in respect

of the periods for which they were prepared and that there has been no material

adverse change or any development involving a prospective adverse change in

the condition (financial or otherwise) of each of the Guarantors which could be

expected to have a Material Adverse Effect since the date of the most recently

published audited financial statements except as disclosed in the Programme

Memorandum;

6.2.7.

save as disclosed in the Programme Memorandum, that there are no litigation,

arbitration or administrative proceedings involving each of the Guarantors (and,

so far as each of the Guarantors is aware, no such proceedings are pending,

threatened or contemplated) which, if determined adversely to each of the

Guarantors could individually or in aggregate have a Material Adverse Effect on

the ability of each of the Guarantors to comply with or perform its obligations

under this Agreement, and/or any Subscription Agreement and the Guarantee,

save as disclosed in the Programme Memorandum;

6.2.8.

that no Event of Default or event which with the giving of notice, the expiry of

any grace period, the making of any determination, or any combination thereof

may constitute an Event of Default is subsisting in relation to any Outstanding

Note and no event has occurred which might constitute (after an issue of Notes)

an Event of Default thereunder or which with the giving of notice, the expiry of

any grace period, the making of any determination, or any combination thereof

may (after an issue of Notes) constitute such an Event of Default;

6.2.9.

that, except as set forth in the Programme Memorandum, generally, and in

particular, Condition 11 (Taxation) thereof, all amounts payable by each of the

Guarantors in respect of the Notes shall be made free and clear of and without

withholding or deduction for or on account of any present or future taxes, duties,

assessments or governmental charges of whatever nature imposed or levied by

or on behalf of South Africa or any political sub-division thereof or authority or

agency therein or thereof having power to tax;

6.2.10.

that all consents, approvals, authorisations, orders and clearances of all

regulatory authorities required by each of the Guarantors for, or in connection

with, the creation and offering of Notes under the Programme, the execution

and issue of, and compliance by each of the Guarantors with the terms of the

Notes issued under the Programme and the entry into, execution and delivery

of, and compliance with the terms of this Agreement, and any Subscription

Agreement to be concluded and the Guarantee have been obtained and are in

full force and effect;

6.2.11.

that at all times each of them will ensure that all necessary action is taken and

all necessary conditions are fulfilled (including, without limitation, the obtaining

of all necessary consents) so that each of them may lawfully comply with their

obligations under the Notes and this Agreement and any Subscription

Agreement to be concluded and the Guarantee and, further, so that each of

them may comply with any applicable laws, regulations and guidelines from

time to time promulgated by any South African governmental and regulatory

authorities relevant in the context of the issue of Notes under the Programme;

6.2.12.

to the best of their knowledge and belief, neither of the Guarantors nor any of

their assets is entitled to immunity from suit, execution, attachment or other

legal process in any jurisdiction;

6.2.13.

that none of the Guarantors, their affiliates (as defined in Rule 405 under the

Securities Act) or any persons acting on any of their behalf has engaged or will

engage in any direct selling efforts in the U.S. (as defined in Regulation S under

the Securities Act) or in any other selling efforts in contravention of the selling

restrictions (as set out in Schedule 2 hereto), in respect of the Notes;

6.2.14.

that each the of the Guarantors, their affiliates and each person acting on any of

their behalf have complied with and will comply with the offering restrictions

requirements of Regulation S under the Securities Act (if applicable); and

6.2.15.

insofar as each of the Guarantors is aware, there is no substantial U.S. market

interest (as defined in Regulation S under the Securities Act) in the Notes.

6.3.

With regard to each issue of Notes under the Programme, the Issuer and each of the

Guarantors shall be deemed to repeat the warranties and agreements contained in

clauses 6.1 and 6.2 respectively, as at the Agreement Date for such Notes (any agreement

on such Agreement Date being deemed to have been made on the basis of, and in reliance

on, such warranties and agreements), as at the Issue Date of such Notes, and on each date

on which the aggregate nominal amount of the Programme is increased in accordance with

clause 14 and on each date on which the Programme Memorandum is revised,

supplemented or amended or a supplementary Programme Memorandum is published.

UNDERTAKINGS

7.1.

Notification of material developments

7.1.1.

The Issuer and each of the Guarantors shall, immediately after becoming aware

of the occurrence thereof, notify the Arranger on behalf of the Dealers of:

7.1.1.1.

any Event of Default or any condition, event or act which would after

an issue of Notes (or would with the giving of notice, the expiry of

any grace period and/or the lapse of time) constitute an Event of

Default or any breach of the representations and warranties or

undertakings contained in this Agreement; and

7.1.1.2.

any development affecting the Issuer or any of the Guarantors

which is reasonably likely to have a Material Adverse Effect.

7.1.2.

The Issuer or any of the Guarantors shall from time to time promptly furnish to

the Arranger and each Dealer such financial information, public

announcement(s) and/or press releases relating to the Issuer or any of the

Guarantors as the Arranger and each Dealer may in writing reasonably request.

7.2.

Updating of Programme Memorandum

7.2.1.

On or before each anniversary of the date of this Agreement, the Issuer shall, if

so required in terms of the Programme Memorandum or the rules of the

relevant Financial Exchange, update or amend the Programme Memorandum

(following consultation with the Arranger, who will consult with the Dealers) by

the publication of a supplement thereto or an amended and restated

Programme Memorandum, in a form approved by the JSE.

7.2.2.

In the event of a change in the financial or operational condition of the Issuer or

any of the Guarantors which is material in the context of the Programme or the

issue of any Notes or if the Programme Memorandum shall otherwise come to

contain an untrue statement of a material fact or omit to state a material fact

necessary to make the statements contained therein not misleading, or, if it is

necessary at any time to amend the Programme Memorandum to comply with

or reflect changes in the laws or regulations of South Africa, the Issuer shall

update or amend the Programme Memorandum (following consultation with the

Arranger who will consult with the Dealers) by the publication of a supplement

thereto, in a form approved by the JSE.

7.2.3.

The Programme Memorandum shall, as specified therein, be deemed to

incorporate by reference therein the most recently published audited

consolidated annual financial statements (and where applicable in terms of the

JSE Debt Listings Requirements, the audited interim financial statements), of

the Issuer. Upon any new financial statements being incorporated in the

Programme Memorandum as aforesaid or upon the publication of a revised

Programme Memorandum or a supplement or amendment to the Programme

Memorandum, the Issuer shall promptly supply to each Dealer and the Transfer

Agent such number of copies of such financial statements, revised Programme

Memorandum, supplements or amendments as each Dealer or the Transfer

Agent (as the case may be) may reasonably request. Until a Dealer receives

such financial statements, revised Programme Memorandum, supplements or

amendments, the definition of “Programme Memorandum” in clause 3.2 shall, in

relation to such Dealer, mean the Programme Memorandum prior to the receipt

by such Dealer of such financial statements or the publication of such revised

Programme Memorandum, supplement or amendment.

7.2.4.

If the terms of the Programme are modified or amended in a manner, or if an

event occurs, which would make the Programme Memorandum misleading in

any material respect, or which would make any statement in the Programme

Memorandum untrue or incorrect, or which omits a fact, the omission of which

would make the Programme Memorandum misleading, an amended and

restated Programme Memorandum or supplement to the Programme

Memorandum will be prepared by the Issuer following consultation with the

Arranger who will consult with the Dealers.

7.3.

Listing

7.3.1.

The Issuer confirms that the Programme will be listed on the relevant Financial

Exchange and that the application for the listing will be made at the expense of

the Issuer. If in relation to any issue of Notes, it is agreed between the Issuer

and the Relevant Dealer or the Lead Manager(s), as the case may be, to list or

admit to trading such Notes on a Financial Exchange, the Issuer will use its best

efforts to obtain and, whilst any such Notes are outstanding, maintain such

listing or admission to trading on such Financial Exchange. If it is unable to do

so, having used its best efforts, or if the maintenance of such listing becomes

unduly onerous, the Issuer will instead use its best efforts to promptly obtain

and maintain a listing for the Notes on such other Financial Exchange as the

Issuer may (with the approval of the Relevant Dealer, which approval shall not

be unreasonably withheld or delayed) decide.

7.3.2.

The Issuer shall cause an application to be made for Notes to be listed on the

relevant Financial Exchange, if applicable.

7.3.3.

The Issuer shall comply with the rules of the relevant Financial Exchange and

shall otherwise comply with any undertakings given by it from time to time to the

relevant Financial Exchange in connection with Notes listed on such Financial

Exchange or the listing thereof and, without prejudice to the generality of the

foregoing, shall furnish or procure to be furnished to the relevant Financial

Exchange all such information as such Financial Exchange may require in

connection with the listing on such Financial Exchange of any Notes.

7.3.4.

The Issuer shall arrange for any announcements in respect of the Notes to be

made in such publications and on such dates as may be required by the

relevant Financial Exchange and/or the Terms and Conditions.

7.4.

The Agreements

The Issuer undertakes that it will not, except with the consent of the Dealers (which consent

shall not be unreasonably withheld), terminate the Agency Agreement or effect or permit to

become effective any amendment to the Agency Agreement which, in the case of an

amendment, would or might prejudice the interests of any holder of Notes issued before the

date of such amendment and the Issuer will promptly notify each of the Dealers of any

termination of, or amendment to the Agency Agreement and of any change in the Transfer

Agent under the Agency Agreement.

7.5.

Lawful Compliance

The Issuer or any of the Guarantors will at all times ensure that all necessary action is taken

and all necessary conditions are fulfilled under the laws of South Africa (including, without

limitation, the obtaining, and where relevant, maintenance in full force and effect of all

necessary permissions, consents or approvals of all relevant governmental authorities) so

that the Issuer or any of the Guarantors may lawfully comply with its obligations under all

Notes, and agreements, and, further, so that it may comply with any applicable laws,

regulations and guidance from time to time promulgated by any governmental and

regulatory authorities under the laws of South Africa relevant in the context of the issue of

Notes.

7.6.

Agency

The Issuer undertakes that it will promptly notify in writing the Arranger and the Dealers if

and when the Issuer appoints an agent or terminates the appointment of an agent, in each

case in connection with the Programme, and nothing contained in this Agreement or any

other document relating to the issuing of the Notes shall prevent the Issuer in consultation

with the relevant Dealer from appointing a different Transfer Agent, Paying Agent or

Calculation Agent for a particular Tranche of Notes.

7.7.

Authorised representatives

The Issuer or any of the Guarantors will notify the Dealers immediately in writing if any of the

persons named in the list referred to in paragraph 3 of the Initial Documentation List ceases

to be authorised to take action on behalf of the Issuer or any of the Guarantors or if any

additional person becomes so authorised together, in the case of an additional authorised

person, with evidence satisfactory to the Dealers that such person has been so authorised.

7.8.

Auditors’ comfort letters

The Issuer or any of the Guarantors will (i) at the time of the preparation of the Programme

Memorandum and thereafter upon each occasion when the same may be amended,

supplemented, revised or updated, except by means of information incorporated by

reference unless such amendment, revision, supplement or up-dating concerns or contains

financial information about the Issuer or any of the Guarantors (but excluding the

incorporation by reference of the annual financial statements of the Issuer) and (ii) at other

times whenever so reasonably requested by a Dealer, deliver to the Dealers at the expense

of the Issuer, a comfort letter, provided in accordance with the South African Auditing

Standards, from the independent auditors of the Issuer and the Guarantors, in such form

and with such content as the Dealers may reasonably request. If at or prior to the time of

any agreement to issue and subscribe for Notes under clause 4 a request is made with

respect to the Notes to be issued, the receipt of the relevant comfort letter or letters in a form

satisfactory to the relevant Dealer shall be a further condition precedent to the issue of those

Notes to that Dealer or an investor procured by that Dealer.

7.9.

No other issues/Clear issuance

The Issuer undertakes that it will not, during the period commencing on the Agreement Date

and ending on the Issue Date with respect to any Notes which are to be listed, issue or

agree to issue any listed notes, bonds or other debt securities of whatsoever nature that are

substantially similar to the Notes of the relevant Tranche, without the prior consent of the

Relevant Dealer or, as the case may be, the Lead Manager(s).

7.10.

Information on Noteholders’ meetings

The Issuer will, at the same time as it is despatched, furnish the Dealers with a copy of any

notice of a meeting of the holders of the Notes (or any of them) which is despatched at the

instigation of the Issuer and will notify the Dealers immediately upon its becoming aware that

a meeting of the holders of the Notes (or any of them) has been convened by holders of

such Notes.

7.11.

Rating

The Issuer or any of the Guarantors will promptly notify the Dealers if there has been any

downgrading or withdrawal of the ratings of the Issuer’s or any Guarantors’ debt or any

public notice of which the Issuer or any of the Guarantors is aware by a Rating Agency of

any intended or potential downgrading in or withdrawal of such rating or upon it becoming

aware that such ratings are listed on “Creditwatch” with negative implications or other similar

publication of formal review by such Rating Agency with negative implications.

INDEMNITY

8.1.

Without prejudice to the other rights or remedies of the Dealers, the Issuer indemnifies the

Arranger and the Dealers and their respective representatives, directors, officers, employees

and agents, acting within the course and scope of their employment or mandate (each an

“ Indemnified Person ”), and agrees to hold such Indemnified Persons indemnified against

any losses, liabilities, costs, claims, damages, charges, expenses, actions or demands

which may be made against such Indemnified Person (excluding any consequential or

indirect losses or damages) as a result of or in relation to:

8.1.1.

any failure by the Issuer to issue on the Issue Date any Notes which a Dealer

has agreed to subscribe for (unless such failure is as a result of the failure by

the relevant Dealer to pay the full aggregate Issue Price for such Notes); or

8.1.2.

any actual or alleged breach of the representations and warranties and

undertakings contained in, or made or deemed to be made by the Issuer or any

of the Guarantors pursuant to, this Agreement; or

8.1.3.

any untrue or misleading (or allegedly untrue or misleading) statement, which is

material in the context of the Programme and/or the issue and offering of Notes

in, or any material omission (or alleged material omission) from, the Programme

Memorandum; or

8.1.4.

any untrue or misleading (or allegedly untrue or misleading) statement in any

additional information provided by the Issuer or any of the Guarantors to the

Dealers pursuant to clause 9 below; or

8.1.5.

any breach by the Issuer or any of the Guarantors of the Terms and Conditions

which is not remedied by the Issuer within the applicable time period(s), if any,

and such indemnity shall extend to include all reasonable costs, charges and expenses

which that Indemnified Person may reasonably pay or incur in disputing or defending any

claim or action in respect of which indemnity may be sought against the Issuer under this

clause. No Dealer shall have any duty or obligation, whether as fiduciary or trustee for any

Indemnified Person or otherwise, to recover any such payment or to account to any person

for any amounts paid to it under this clause 8, provided that against receipt by the

Indemnified Person of any amount paid by the Issuer pursuant to such indemnification, the

Indemnified Person hereby agrees to cede and assign to the Issuer the associated portion of

the claim (equal in value to the amount received by the Indemnified Person), that the

Indemnified Person has against such third party.

8.2.

If any proceedings (including a governmental investigation) shall be instituted involving any

Indemnified Person in respect of which indemnity may be sought pursuant to the previous

paragraph, such Indemnified Person shall promptly notify the Issuer in writing and the Issuer

shall, upon request of such Indemnified Person, appoint lawyers reasonably satisfactory to

such Indemnified Person to represent such Indemnified Person and shall be liable to pay the

reasonable fees and expenses of such lawyers related to such proceedings. In any

proceeding, any Indemnified Person shall have the right to retain its own lawyer, but the

reasonable fees and expenses of such lawyers shall be at the expense of such Indemnified

Person unless (i) the Issuer and such Indemnified Person shall have mutually agreed in

writing to the retention of such lawyers or (ii) such Indemnified Person has defences

additional to or different from the Issuer and such lawyers cannot in the reasonable opinion

of the Indemnified Person deal with such additional or different defences on behalf of the

Indemnified Person in a manner reasonably satisfactory to the Indemnified Person, or (iii)

the Issuer fails, within a reasonable time, to appoint lawyers reasonably satisfactory to such

Indemnified Person. The Issuer may assume the defence of any proceedings unless the

Indemnified Person reasonably objects to the assumption of the defence on the ground that

there may be legal defences available to it which are different from or in addition to those

available to the Issuer. If the Issuer assumes the defence of any proceeding, it shall keep

the Indemnified Person informed of all material progress in the proceedings and shall not

settle the proceedings out of court without the prior written consent of the Indemnified

Person (which consent shall not be unreasonably withheld or delayed), mutatis mutandis on

the same terms and conditions as set out in clause 8.3.

8.3.

The Issuer shall not be liable for any out of court settlement of any such proceedings

effected without the written consent of the Issuer (such consent not being unreasonably

withheld or delayed), but if any such proceedings are settled out of court with such consent

or if there be a final judgment for the plaintiff, the Issuer agrees to indemnify the relevant

Indemnified Persons from and against any loss or liability by reason of such out of court

settlement or judgment to the extent required under clause 8.1. Notwithstanding the

aforegoing, if at any time any Indemnified Person shall have requested the Issuer by notice

in writing to consent to a proposed out of court settlement and the Issuer has failed to

respond to such request within 30 (thirty) days, the Issuer shall be liable for any out of court

settlement of any such proceeding effected without its written consent. The Issuer will not,

without written consent of the relevant Indemnified Person (which consent shall not

unreasonably be withheld or delayed), effect the out of court settlement of any pending or

threatened proceeding in respect of which any Indemnified Person is or could have been a

party and indemnity could have been sought hereunder by such Indemnified Person, unless

such out of court settlement includes an unconditional release of such Indemnified Person

from all liability in respect of the subject of such proceeding.

AUTHORITY TO DISTRIBUTE DOCUMENTS

9.1.

The Issuer and each of the Guarantors hereby authorise each of the Dealers on their behalf

to provide copies of, and make oral statements consistent with, (i) the Programme

Memorandum or (ii) such additional information as may be provided in writing by the Issuer

or each of the Guarantors in relation to the Programme to the Dealers.

9.2.

The Issuer and each of the Guarantors hereby further authorise the Dealers to use and rely

on such other information which relates to the Programme and/or any issue of Notes as is

published by the Issuer and each of the Guarantors and is in the public domain to actual and

potential purchasers of, or subscribers for, Notes.

10.

DEALERS’ UNDERTAKINGS AND INDEMNITY

10.1.

Each Dealer agrees to comply with the restrictions and agreements set out in Schedule 2

hereto.

10.2.

The Arranger and each of the Dealers hereby severally indemnify the Issuer, each of the

Guarantors and their respective representatives, directors, officers, employees and agents

(each an “ Indemnified Party ”) against any and all losses, penalties, costs, claims,

damages, liabilities, expenses (including, but not limited to legal costs and expenses

reasonably incurred) or demands or actions in respect thereof (but excluding all

consequential or indirect losses or damages) which any of them may incur or which may be

made against any of them, to which any of them may become subject, insofar as such

losses, penalties, costs, claims, damages, liabilities, or expenses demands (or actions in

respect thereof) arise out of or are based upon any breach of this Agreement or a

Subscription Agreement (except such as may result from (i) a breach of this Agreement or a

Subscription Agreement by any Indemnified Party or (ii) the wilful default, negligence or bad

faith of any Indemnified Party or (iii) the failure of such Dealer to observe or comply with any

of the selling restrictions or requirements set out in Schedule 2, provided that no Dealer shall

be liable for any losses, claims, damages or liabilities arising from the sale of Notes to any

person believed in good faith by such Dealer, on reasonable grounds after making all

reasonable investigations, to be a person to whom the Notes could legally be sold in

compliance with the provisions of Schedule 2, and provided further that nothing contained in

this agreement shall relieve any Dealer from any liability for loss or damage attaching to the

Dealer under common law (excluding all consequential or indirect losses or damages)), and

each Dealer hereby indemnifies the Issuer for expenses incurred and loss and damage

(excluding all consequential or indirect losses or damages), suffered by the Issuer, to the

extent that the Dealer is liable therefore under common law. For the avoidance of doubt,

each Dealer shall only be liable for such Dealer’s own wrongdoing as set out above and

shall not be jointly liable with other Dealers.

10.3. The provisions of clause 8.2 and 8.3 as to the conduct and expense of conducting any

defence against any action, proceeding, claim or demand in respect of which the indemnity

in clause 10.2 may be sought shall apply mutatis mutandis to the indemnity in clause 10.2.

11.

FEES AND EXPENSES

Except as otherwise agreed, the Issuer undertakes that it will:

11.1.

pay to each Dealer the commissions agreed in connection with and at the time of each issue

or sale of Notes to that Dealer or to a person procured by that Dealer (and any value added

tax or other tax thereon, if necessary); and

11.2.

pay (together with any value added tax or other tax thereon, if necessary):

11.2.1.

the reasonable fees and expenses of its legal advisers and auditors;

11.2.2.

the cost of listing and admission to trading and maintaining the listing of any

listed Notes to be issued by it under the Programme on a Financial Exchange;

11.2.3.

the cost of obtaining any credit rating for the Notes if the Issuer requires a credit

rating;

11.2.4.

all expenses in connection with the establishment of the Programme and the

issue, authentication, packaging and initial delivery of Notes and the

preparation of the CSD listing notification, this Agreement, and the preparation

and printing of Certificates, the Programme Memorandum and any

amendments or supplements thereto (including the updating of any legal

opinions issued pursuant to clause 5.4 and of any auditors’ comfort letters

issued pursuant to clause 7.8); and

11.2.5.

the cost of any publicity agreed to in writing by the Issuer in connection with an

issue of Notes;

11.3.

pay to the Dealers the reasonable fees and disbursements of legal advisers appointed to

represent the Dealers (including any value added tax or other tax thereon, if necessary) in

connection with the establishment of the Programme and the negotiation, preparation,

execution and delivery of this Agreement, and any documents referred to in it and any other

documents required in connection with the creation of the Programme; and

11.4.

pay promptly, and in any event before any penalty becomes payable, any securities transfer

tax, documentary, registration or similar duty or tax (including any stamp duty) imposed

within South Africa and payable in connection with the entry into, performance, enforcement

or admissibility in evidence of this Agreement, any communication pursuant hereto and

indemnify the Arranger and each Dealer against any liability with respect to or resulting from

any delay in paying, or omission to pay, any such duty or tax.

All payments by the Issuer under this Agreement shall be paid without set-off or counterclaim, and

free and clear of and without deduction or withholding for or on account of, any present or future

taxes, levies, imports, duties, fees, assessments or other charges of whatever nature imposed by

South Africa or by any department, agency or other political subdivision or taxing authority thereof or

therein, and all interest, penalties or similar liability with respect thereto (“ Taxes ”). If any Taxes are

required by law to be deducted or withheld in connection with any such payment, the Issuer will

increase the amount paid so that the full amount of such payment is received by the payee as if no

such withholding or deduction had been made.

12.

TERMINATION AND APPOINTMENT OF DEALERS

The Issuer or the Arranger or a Dealer may terminate the arrangements described in this Agreement

by giving not less than 30 (thirty) days’ written notice to the other parties hereto. The Issuer may

terminate the appointment of a Dealer or Dealers by giving not less than 30 (thirty) days’ written

notice to such Dealer or Dealers (with a copy promptly thereafter to all the other Dealers and the

Transfer Agent). Termination shall not affect any rights or obligations (including but not limited to

those arising under clauses 8, 10 and/or 11) which have accrued at the time of termination or which

accrue thereafter in relation to any act or omission or alleged act or omission which occurred prior to

such time.

13.

APPOINTMENT OF NEW DEALERS

13.1.

Subject to clause 16, nothing in this Agreement shall prevent the Issuer from appointing one

or more New Dealers, for the duration of the Programme or, with regard to an issue of a

particular Tranche of Notes, for the purposes of that Tranche, in either case upon the terms

of this Agreement and provided that, unless such appointment is effected pursuant to a

Subscription Agreement:

13.1.1.

any New Dealer shall have first delivered to the Issuer an appropriate Dealer

Accession Letter substantially in the form set out in Schedule 3 hereto; and

13.1.2.

the Issuer shall have delivered to such New Dealer an appropriate Confirmation

Letter substantially in the form set out in Schedule 3 hereto,

whereupon, or upon the execution of the relevant Subscription Agreement, such New Dealer

shall, subject to the terms of the relevant Dealer Accession Letter and the relevant

Confirmation Letter, become a party to this Agreement, vested with all authority, rights,

powers, duties and obligations of a Dealer as if originally named as a Dealer hereunder

provided further that, except in the case of the appointment of a New Dealer for the duration

of the Programme, following the Issue Date of the relevant Tranche, the relevant New

Dealer shall have no further such authority, rights, powers, duties or obligations except such

as may be accrued or been incurred prior to and in connection with, the issue of such

Tranche.

13.2.

The Issuer shall promptly notify the Transfer Agent (if any) and the other Dealers of any

appointment of a New Dealer for the duration of the Programme by supplying to such parties

a copy of any Dealer Accession Letter and Confirmation Letter.

14.

INCREASE IN THE AGGREGATE NOMINAL AMOUNT OF THE PROGRAMME

14.1.

From time to time the Issuer may wish to increase the aggregate nominal amount of the

Notes that may be issued under the Programme. In such circumstances, the Issuer may

give notification of such an increase (subject as set out in clause 14.2) by delivering to the

Sponsoring Member, the Transfer Agent, and the Dealers a letter substantially in the form

set out in Schedule 4 hereto. Upon such notice being given to the Arranger and the

Dealers, all references in this Agreement, the Agency Agreement, the Programme

Memorandum or any other agreement, deed or document in relation to the Programme, of a

certain aggregate nominal amount, shall be and shall be deemed to be references to a

Programme of the increased aggregate nominal amount.

14.2. Notwithstanding clause 14.1, the right of the Issuer to increase the aggregate nominal

amount of the Programme shall be subject to the Dealers having received and found

satisfactory (in their reasonable opinion) all the documents and confirmations described in

Part 2 of Schedule 1 hereto (with such changes as may be relevant with reference to the

circumstances at the time of the proposed increase as are agreed between the Issuer and

the Dealers), and the fulfilment of any further conditions precedent that any of the Dealers

may reasonably require, including, without limitation, (in the reasonable opinion of the

Dealers) the production of a supplementary Programme Memorandum by the Issuer and

any further or other documents required by the relevant Financial Exchange for the purpose

of listing any Notes to be issued on the relevant Financial Exchange. Any Dealer must notify

the Arranger and the Issuer within 10 (ten) calendar days (or such other period as may be

agreed between the Issuer, the Arranger and the Relevant Dealer(s)) of receipt of the

documents and confirmations described in Part 2 of Schedule 1 hereto if it considers any to

be unsatisfactory in its reasonable opinion and, in the absence of such notification, such

Dealer shall be deemed to consider such documents and confirmations to be satisfactory.

15.

STATUS OF THE DEALERS AND THE ARRANGER

15.1.

Each of the Dealers agrees that the Arranger has only acted in an administrative capacity to

facilitate the establishment and/or maintenance of the Programme and none of the Dealers

nor the Arranger have any responsibility to any other Dealer for the adequacy, accuracy,

completeness or reasonableness of any representation, warranty, undertaking, agreement,

statement or information in the Programme Memorandum, any Applicable Pricing

Supplement, this Agreement or any information provided in connection with the Programme

or the nature and suitability to it of all legal, tax and accounting matters and all

documentation in connection with the Programme or any Tranche.

15.2. The Arranger shall have only those duties, obligations and responsibilities expressly

specified in this Agreement.

15.3.

The Arranger and the Dealers record:

15.3.1.

that the obligations of the Arranger and each of the Dealers are separate and

independent of the obligations of any other Dealer or Arranger. Accordingly, no

Dealer or the Arranger shall be responsible or liable for, the acts or omissions of

any other Dealer or the Arranger, and failure by any one Dealer or the Arranger

shall not mean or constitute fault or failure on the part of any other Dealer or the

Arranger; and

15.3.2.

that the rights of each Dealer and the Arranger under this Agreement are

separate and independent of any other Dealer or the Arranger’s rights under

this Agreement and, accordingly, a Dealer or the Arranger may, unless

specifically stated otherwise, separately enforce those rights.

16.

BENEFIT OF AGREEMENT

16.1.

This Agreement shall be binding upon and shall inure for the benefit of the Issuer each of

the Guarantors, the Arranger and each Dealer and their respective successors and

permitted assigns.

16.2.

The Arranger and any Dealer may, with the prior written consent of the Issuer assign and

transfer all of the Arranger’s or such Dealer’s rights and obligations hereunder in whatever

form the Arranger or such Dealer determines may be appropriate. Any purported transfer or

assignment in violation of this provision shall be void. Upon any such transfer and

assumption of obligations, the assigning or transferring Arranger or Dealer shall be relieved

of and fully discharged from all obligations under this Agreement, whether such obligations

arose before or after such transfer and assumption and the relevant assignee or transferee

shall be treated as if it were a party to this Agreement with effect from the date on which

such assignment or transfer takes effect.

17.

CALCULATION AGENT

In the case of any Series of Notes which requires the appointment of a Calculation Agent, the person

named in the Programme Memorandum shall act as Calculation Agent, unless the relevant Dealer or

(in the case of a syndicated issue) the Lead Manager(s) agrees with the Issuer to appoint such

Dealer or Lead Manager(s) or a person nominated by such Dealer or Lead Manager(s) as

Calculation Agent. In such event, an agreement will be entered into setting out the terms and

conditions of the appointment. The name of the Dealer, Lead Manager(s) or nominee so appointed

will be entered in the relevant Applicable Pricing Supplement.

18.

NOTICES AND DOMICILIA

18.1. Notices

18.1.1.

Each Party chooses the address set out opposite its name below as its address

to which any written notice in connection with this Agreement may be

addressed.

18.1.1.1. DRDGOLD Limited:

Floor, Quadrum 1

Quadrum Office Park
50 Constantia Boulevard
Constantia Kloof Ext 28
Roodepoort
South Africa
Attention : Craig Barnes/Niel Pretorius
Telefax No : 011 470 2600

18.1.1.2. Crown Gold Recoveries Proprietary Limited:

Floor, Quadrum 1

Quadrum Office Park
50 Constantia Boulevard
Constantia Kloof Ext 28
Roodepoort
South Africa
Attention : Craig Barnes/Niel Pretorius
Telefax No : 011 470 2600,

18.1.1.3. East Rand Proprietary Mines Limited:

Floor, Quadrum 1

Quadrum Office Park
50 Constantia Boulevard
Constantia Kloof Ext 28
Roodepoort
South Africa
Attention : Craig Barnes/Niel Pretorius
Telefax No : 011 470 2600,

18.1.1.4. Ergo Mining Operations Proprietary Limited:

Floor, Quadrum 1

Quadrum Office Park
50 Constantia Boulevard
Constantia Kloof Ext 28
Roodepoort
South Africa
Attention : Craig Barnes/Niel Pretorius
Telefax No : 011 470 2600,

18.1.1.5. Ergo Mining Proprietary Limited:

Floor, Quadrum 1

Quadrum Office Park
50 Constantia Boulevard
Constantia Kloof Ext 28
Roodepoort
South Africa
Attention : Craig Barnes/Niel Pretorius
Telefax No : 011 470 2600; and

18.1.1.6. Absa Capital Limited, acting through the investment banking

division of Absa Bank Limited, affiliated with Barclays Bank plc:

15 Alice Lane
Sandown
Sandton
2196
South Africa
Attention : Jason Abt, Marian Gaylard
Telefax No : 011 895 7051 / 011 506 7951.

18.1.2.

Any notice or communication required or permitted to be given in terms of this

Agreement shall be valid and effective only if in writing but it shall be competent

to give notice by telefax transmitted to its telefax number set out opposite its

name above.

18.1.3.

Either Party may by written notice to the other Party change its chosen

addresses and/or telefax number for the purposes of clause 18.1.1 to any other

address(es) and/or telefax number, provided that the change shall become

effective on the fourteenth day after the receipt of the notice by the addressee.

18.1.4.

Any notice given in terms of this Agreement shall:

18.1.4.1. if delivered by hand be deemed to have been received by the

addressee on the date of delivery;

18.1.4.2. if transmitted by facsimile, or electronic means, be deemed to have

been received by the addressee on the 1st (first) Business Day after

the date of transmission,

unless the contrary is proved.

18.1.5.

Notwithstanding anything to the contrary herein contained, a written notice or

communication actually received by a Party shall be an adequate written notice

or communication to it, notwithstanding that it was not sent to or delivered at its

chosen address and/or telefax number.

18.2.

Domicilia

18.2.1.

Each of the Parties chooses its physical address referred to in clause 18.1 as

its domicilium citandi et executandi at which documents in legal proceedings in

connection with this Agreement may be served.

18.2.2.

Any Party may by written notice to each other Party change its domicilium from

time to time to another address, not being a post office box or a poste restante ,

in South Africa; provided that any such change shall only be effective on the

14th (fourteenth) day after deemed receipt of the notice by the other Party

pursuant to clause 18.1.4.

19.

CONFIDENTIALITY

19.1.

Each Party shall treat as strictly confidential all information received or obtained as a result

of entering into or performing this Agreement which relates to:

19.1.1.

the provisions of this Agreement;

19.1.2.

the negotiations relating to this Agreement;

19.1.3.

the subject matter of this Agreement; and/or

19.1.4.

any other Party.

19.2.

A Party may disclose information which would otherwise be confidential if and to the extent:

19.2.1.

required by law;

19.2.2.

required by any securities exchange or regulatory or governmental body to

which either Party is subject, wherever situated, whether or not the requirement

for information has the force of law;

19.2.3.

required to vest the full benefit of this Agreement in either Party;

19.2.4.

disclosed to the professional advisers, auditors and bankers of each Party;

19.2.5.

the information has come into the public domain through no fault of that Party;

19.2.6.

the other Party has given prior written approval to the disclosure, such approval

not to be unreasonably withheld or delayed; or

provided that any information so disclosed shall be disclosed only after notification to the

other Party.

20.

GOVERNING LAW

The entire provisions of this Agreement shall be governed by and construed in accordance with the

laws of South Africa.

21.

JURISDICTION

The Parties hereby irrevocably and unconditionally consent to the non-exclusive jurisdiction of the

South Gauteng High Court, Johannesburg, South Africa (or any successor to that division) in regard

to all matters arising from or in regard to this Agreement.

22.

SEVERABILITY

Each provision in this Agreement is severable from all others, notwithstanding the manner in which

they may be linked together or grouped grammatically, and if in terms of any judgment or order, any

provision, phrase, sentence, paragraph or clause is found to be defective or unenforceable for any

reason, the remaining provisions, phrases, sentences, paragraphs and clauses shall nevertheless

continue to be of full force. In particular, and without limiting the generality of the aforegoing, the

Parties hereto acknowledge their intention to continue to be bound by this Agreement

notwithstanding that any provision may be found to be unenforceable or void or voidable, in which

event the provision concerned shall be severed from the other provisions, each of which shall

continue to be of full force.

23.

GENERAL

23.1.

This document constitutes the sole record of the agreement between the Parties in regard to

the subject matter thereof.

23.2.

No Party shall be bound by any express or implied term, representation, warranty, promise

or the like, not recorded herein.

23.3.

No addition to, variation or consensual cancellation of this Agreement and no extension of

time, waiver or relaxation or suspension of any of the provisions or terms of this Agreement

shall be of any force or effect unless in writing and signed by or on behalf of all the Parties.

23.4.

No latitude, extension of time or other indulgence which may be given or allowed by any

Party to any other Party in respect of the performance of any obligation hereunder or

enforcement of any right arising from this Agreement and no single or partial exercise of any

right by any Party shall under any circumstances be construed to be an implied consent by

such Party or operate as a waiver or a novation of, or otherwise affect any of that Party’s

rights in terms of or arising from this Agreement or estop such Party from enforcing, at any

time and without notice, strict and punctual compliance with each and every provision or

term hereof.

23.5.

The Parties undertake at all times to do all such things, to perform all such acts and to take

all such steps and to procure the doing of all such things, the performance of all such

actions and the taking of all such steps as may be open to them and necessary for or

incidental to the putting into effect or maintenance of the terms, conditions and import of this

Agreement.

23.6. Save as is specifically provided in this Agreement, no Party shall be entitled to cede or

delegate any of its rights or obligations under this Agreement without the prior written

consent of the other Parties affected by such transfer of rights or obligations, which consent

may not unreasonably be withheld or delayed.

24.

COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be

an original of the Party or Parties executing the same and all of which together will be deemed to

constitute one and the same agreement.

Signed at Constantia Kloof on this 20 day of June 2012.

For and on behalf of
DRDGOLD LIMITED

/s/ C C Barnes
Name: C C Barnes
Capacity: Director
Who warrants that his /her authority hereto

/s/ D J Pretorius
Name: D J Pretorius
Capacity: Director
Who warrants that his /her authority hereto

For and on behalf of
CROWN GOLD RECOVERIES PROPRIETARY LIMITED
/s/ T J Gwebu
Name: T J Gwebu
Capacity: Director
Who warrants that his /her authority hereto

/s/ CM Symons
Name: CM Symons
Capacity: Director
Who warrants that his /her authority hereto

For and on behalf of
EAST RAND PROPRIETARY MINES LIMITED

/s/ C C Barnes
Name: C C Barnes
Capacity: Director
Who warrants that his /her authority hereto

/s/ CM Symons
Name: CM Symons
Capacity: Director
Who warrants that his /her authority hereto

For and on behalf of
ERGO MINING OPERATIONS PROPRIETARY LIMITED

/s/ C C Barnes
Name: C C Barnes
Capacity: Director
Who warrants that his /her authority hereto
/s/ D J Pretorius
Name: D J Pretorius
Capacity: Director
Who warrants that his /her authority hereto

For and on behalf of
ERGO MINING PROPRIETARY LIMITED

/s/ CM Symons
Name: CM Symons
Capacity: Director
Who warrants that his /her authority hereto

/s/ M Burrell
Name: M Burrell
Capacity: Director
Who warrants that his /her authority hereto

Signed at Sandton on this 21 day of June 2012.

For and on behalf of
ABSA CAPITAL LIMITED, ACTING THROUGH THE INVESTMENT BANKING DIVISION OF ABSA BANK
LIMITED, AFFILIATED WITH BARCLAYS BANK PLC

/s/ N A Balgobind
Name: N A Balgobind
Capacity: Principal
Who warrants that his /her authority hereto
/s/ A Sam
Name: A Sam
Capacity: Authorised signatory
Who warrants that his /her authority hereto

SCHEDULE 1

PART 1 : INITIAL DOCUMENTATION LIST

A copy of the memorandum of incorporation of the Issuer and the Guarantors.

A copy of all authorisations and consents required to be given, and evidence of any other action

required to be taken, on behalf of the Issuer:

2.1.

to approve its entry into this Agreement, the Programme Memorandum, the Agency

Agreement, the creation of the Programme and the issue of Notes under the Programme to

the extent applicable;

2.2.

to authorise appropriate persons to execute each of this Agreement, the Agency Agreement,

any Relevant Agreement and any Notes issued under the Programme and to take any other

action in connection therewith to the extent applicable; and

2.3.

to authorise appropriate persons to enter into agreements with any Dealer to issue Notes in

accordance with clause 4 of this Agreement.

A copy of all resolutions (complying with section 44 and section 45 of the Companies Act) and other

authorisations required to be passed or given, and evidence of any other action required to be taken,

on behalf of each of the Guarantors:

3.1.

to approve their entry into this Agreement and the Guarantee; and

3.2.

to authorise appropriate persons to execute each of this Agreement, the Programme

Memorandum, any Subscription Agreement, any Relevant Agreement and the Guarantee

and to take any other action in connection therewith to the extent applicable.

A list of the names, titles and specimen signatures of the persons authorised on behalf of the Issuer

and the Guarantors in accordance with paragraphs 2.3 and 3.3 above.

Legal opinions addressed to the Arranger and each of the Dealers dated on or after the date of this

Agreement, in such form and with such content as the Arranger and the Dealers may reasonably

require, from Edward Nathan Sonnenbergs Incorporated as transaction counsel as to South African

law.

A copy of this Agreement, the Guarantee and the Agency Agreement and, where applicable,

confirmation that executed copies of such documents have been delivered to the Transfer Agent (if

any).

A final version of the signed Programme Memorandum.

A comfort letter from KPMG Inc. as independent auditors of the Issuer in such form and with such

content as the Dealers may reasonably request.

Comfort letters from KPMG Inc. as independent auditors of the Guarantors in such form and with

such content as the Dealers may reasonably request.

10.

A compliance letter from KPMG Inc. in terms of the Commercial Paper Regulations in such form and

with such content as the Arranger may reasonably request.

11.

A consent letter from KPMG Inc. in terms of the JSE Debt Listings Requirements in such form and

with such content as the Arranger may reasonably request.

12.

Confirmation (if appropriate) that the JSE will list Notes to be issued under the Programme.

PART 2: SUBSEQUENT DOCUMENTATION LIST

A certified copy of all authorisations and consents required to be given, and evidence of any other

action required to be taken, on behalf of the Issuer to approve the increase in the amount of the

Programme.

Legal opinions addressed to each of the Dealers dated on or after the date of this Agreement, in

such form and with such content as the Dealers may reasonably require, from the legal advisers to

the Dealers as to South African law and from the legal advisers to the Issuer and the Guarantors as

to South African law.

A final version of the Programme Memorandum.

Confirmation that the JSE will approve the increased Programme Amount.

SCHEDULE 2

SELLING RESTRICTIONS

South Africa

Prior to the issue of any Tranche of Notes under the Programme, each Dealer who has (or will have) agreed

to place that Tranche of Notes will be required to represent and agree that it will not solicit any offers for

subscription for or sale of the Notes in that Tranche, and will itself not sell the Notes in that Tranche of Notes,

in South Africa, in contravention of the Companies Act, the Banks Act, the Exchange Control Regulations,

the Securities Services Act and/or any other applicable laws and regulations of South Africa in force from

time to time. Notes will not be offered for subscription to any single addressee for an amount of less than

ZAR1,000,000.

United States

The Notes have not been and will not be registered under the United States Securities Act of 1933, as

amended (the “ Securities Act ”) Notes may not be offered, sold or delivered within the United States or to

persons except in accordance with Regulation S under the Securities Act.

General

Prior to the issue of any Tranche of Notes under the Programme, each Dealer who has (or will have) agreed

to place that Tranche of Notes will be required to agree that:

(a) it will (to the best of its knowledge and belief after due and proper enquiry) comply with all applicable

securities laws and regulations in force in each jurisdiction in which it purchases, subscribes or

procures the subscription for, offers or sells Notes in that Tranche or has in its possession or

distributes the Programme Memorandum and will obtain any consent, approval or permission

required by it for the purchase, subscription, offer or sale by it of Notes in that Tranche under the

laws and regulations in force in any jurisdiction to which it is subject or in which it makes such

purchases, subscription, offers or sales; and

(b) it will comply with such other or additional restrictions as the Issuer and such Dealer agree and as

are set out in the Applicable Pricing Supplement.

Neither the Issuer nor any of the Dealers represent that Notes may at any time lawfully be subscribed for or

sold in compliance with any applicable registration or other requirements in any jurisdiction or pursuant to

any exemption available thereunder or assumes any responsibility for facilitating such subscription or sale.

SCHEDULE 3

PART I : FORM OF DEALER ACCESSION LETTER – PROGRAMME

To: DRDGOLD Limited

Floor, Quadrum 1

Quadrum Office Park
50 Constantia Boulevard
Constantia Kloof Ext 28
Roodepoort]
South Africa

(the “ Issuer ”)

[Date]

Dear Sirs

DRDGOLD LIMITED ZAR2 000 000 000 DOMESTIC MEDIUM TERM AND HIGH YIELD NOTE

PROGRAMME

We refer to the Programme Agreement dated 15 June 2012 entered into in respect of the DRDGOLD Limited

ZAR2 000 000 000 Domestic Medium Term and High Yield Note Programme and made between the Issuer,

the Guarantors, the Arranger and the Dealer party thereto (which agreement, as amended from time to time,

is herein referred to as the “ Programme Agreement ”).

Conditions Precedent

We confirm that we are in receipt of the documents referenced below:

(a)

a copy of the Programme Agreement; and

(b)

a copy of such of the documents referred to in Part 1 of Schedule 1 of the Programme

Agreement as we require,

and have found them to our satisfaction. We hereby expressly waive production of any of the documents

referred to in Schedule 1 of the Programme Agreement which we have not requested.*

It is important to ensure that each original legal opinion and comfort letter permits it to be delivered to, and relied upon by, New

Dealers, otherwise a side letter to this effect should be provided.

For the purposes of the Programme Agreement our notice details are as follows:

[ insert name, address, telephone, facsimile, telex (+ answerback) and attention ].

In consideration of the appointment by the Issuer of us as a Dealer under the Programme Agreement we

hereby undertake, for the benefit of the Issuer, the Arranger and each of the other Dealers, that we will

perform and comply with all the duties and obligations expressed to be assumed by a Dealer under the

Programme Agreement.

This letter is governed by, and shall be construed in accordance with the laws of the Republic of South

Africa.

We irrevocably and unconditionally consent to the non-exclusive jurisdiction of the South Gauteng High

Court, Johannesburg, South Africa (or any successor to that division) in regard to all matter arising from or in

regard to this letter.

Yours faithfully

For and on behalf of
[ Name of New Dealer ]

__________________________
Name:
Capacity:
Who warrants his authority hereto

Cc: The Dealers

SCHEDULE 3

PART II : FORM OF CONFIRMATION LETTER - PROGRAMME

To: [ Name and address of New Dealer ]

Cc:

The other Dealers

[ Date ]

Dear Sirs

DRDGOLD LIMITED ZAR2 000 000 000 DOMESTIC MEDIUM TERM AND HIGH YIELD NOTE

PROGRAMME

We refer to the Programme Agreement dated 15 June 2012 (such agreement, as amended from time to

time, the “ Programme Agreement ”) entered into in respect of the DRDGOLD Limited ZAR2 000 000 000

Domestic Medium Term and High Yield Note Programme and hereby acknowledge receipt of your Dealer

Accession Letter to us dated 15 June 2012.

In accordance with clause 13.1.2 of the Programme Agreement we hereby confirm that, with effect from the

date hereof, you shall become a party to the Programme Agreement, vested with all the authority, rights,

powers, duties and obligations of a Dealer as if originally named as Dealer under the Programme

Agreement.

Yours faithfully

For and on behalf of
DRDGOLD LIMITED

___________________________________
Name:
Capacity:
Who warrants his authority hereto

SCHEDULE 3

PART III : FORM OF DEALER ACCESSION LETTER - NOTE ISSUE

To: DRDGOLD Limited

Floor, Quadrum 1

Quadrum Office Park
50 Constantia Boulevard
Constantia Kloof Ext 28
Roodepoort]
South Africa

(the “ Issuer ”)

[ Date ]

Dear Sirs

DRDGOLD LIMITED ZAR2 000 000 000 DOMESTIC MEDIUM TERM AND HIGH YIELD NOTE

PROGRAMME

We refer to the Programme Agreement dated 15 June 2012 entered into in respect of the DRDGOLD Limited

ZAR2 000,000,000 Domestic Medium Term and High Yield Note Programme (which agreement, as

amended from time to time, is herein referred to as the “ Programme Agreement ”).

Conditions Precedent

We confirm that we are in receipt of the documents referenced below:

1. a copy of the Programme Agreement; and

2. a copy of such of the documents referred to in Part I of Schedule 1 of the Programme Agreement as

we require,

and have found them to our satisfaction. We hereby expressly waive production of any of the documents

referred to in Schedule 1 of the Programme Agreement which we have not requested.*

For the purposes of the Programme Agreement our notice details are as follows:

It is important to ensure that each original legal opinion and comfort letter permits it to be delivered to, and relied upon by, New

Dealers, otherwise a side letter to this effect should be provided.

[ insert name, address, telephone, facsimile, telex (+ answerback) and attention ].

In consideration of the Issuer appointing us as a Dealer in respect of the issue of Notes under the

Programme Agreement we hereby undertake, for the benefit of the Issuer as Issuer and the Arranger and

each of the other Dealers that in relation to the issue of the Notes we will perform and comply with all the

duties and obligations expressed to be assumed by a Dealer under the Programme Agreement.

This letter is governed by, and shall be construed in accordance with, South African law.

We irrevocably and unconditionally consent to the non-exclusive jurisdiction of the South Gauteng High

Court, Johannesburg, South Africa (or any successor to that division) in regard to all matter arising from or in

regard to this letter.

Yours faithfully

For and on behalf of

[ NAME OF NEW DEALER ]

___________________________________
Name:
Capacity:
Who warrants his authority hereto

Cc The Dealers

SCHEDULE 3

PART IV : FORM OF CONFIRMATION LETTER - NOTE ISSUE

To: [ Name and address of New Dealer ]

Cc: The Dealers

[Date]

Dear Sirs

DRDGOLD LIMITED ZAR2 000 000 000 DOMESTIC MEDIUM TERM AND HIGH YIELD NOTE

PROGRAMME

We refer to the Programme Agreement dated 15 June 2012 (such agreement as amended from time to time,

the “ Programme Agreement ”) and hereby acknowledge receipt of your Dealer Accession Letter to us dated

15 June 2012.

In accordance with clause 13.1 of the Programme Agreement we hereby confirm that, with effect from the

date hereof in respect of the issue of the Notes, you shall become a party to the Programme Agreement,

vested with all the authority, rights, powers, duties and obligations of a Dealer in relation to the issue of the

Notes as if originally named as Dealer under the Programme Agreement provided that following the issue on

the Issue Date of the Notes you shall have no further such authority, rights, powers, duties and obligations

except such as may have accrued or been incurred prior to and in connection with the issue of the said

Notes.

Yours faithfully

For and on behalf of
DRDGOLD LIMITED

_______________________________________
Name:
Capacity:
Who warrants his authority hereto

__________________________________
Name:
Capacity:
Who warrants his authority hereto

SCHEDULE 4

FORM OF LETTER INCREASING THE NOMINAL AMOUNT OF THE PROGRAMME

To: [ The Dealers ]

[ Date ]

Dear Sirs

DRDGOLD LIMITED ZAR2 000 000 000 DOMESTIC MEDIUM TERM AND HIGH YIELD NOTE

PROGRAMME

We refer to the Programme Agreement dated 15 June 2012 (such agreement as amended from time to time,

the “ Programme Agreement ”).

We hereby notify you, pursuant to clause 14 of the Programme Agreement, that the aggregate nominal

amount of the DRDGOLD Limited ZAR2 000 000 000 Domestic Medium Term and High Yield Note

Programme (the “ Programme ”) shall be increased to ZAR[…] from [insert date] whereupon all references to

the current nominal amount of the Programme in the Programme Memorandum, Programme Agreement, the

Agency Agreement and any other relevant documents will be deemed to be amended accordingly. We

understand that this increase is subject to the satisfaction of the conditions set out in clause 14 of the

Programme Agreement.

You must notify the Dealers and ourselves within 10 (ten) calendar days of receipt by you of the relevant

documents and confirmations if you consider (in your reasonable opinion) such documents, confirmations

and, if applicable, such further conditions precedent to be unsatisfactory and, in the absence of such

notification, you will be deemed to consider such documents to be satisfactory.

Terms used in this letter have the meanings given to them in the Programme Agreement.

Yours faithfully

For and on behalf of
DRDGOLD LIMITED
________________________________________
Name:
Capacity:
Who warrants his authority hereto

Cc: [ Transfer Agent ]

Cc: [ Paying Agent ]

SCHEDULE 5

FORM OF SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT

in respect of the

DRDGOLD LIMITED

ZAR2 000 000 000 DOMESTIC MEDIUM TERM AND HIGH YIELD NOTE PROGRAMME

Unconditionally and irrevocably guaranteed, jointly and severally by Crown Gold Recoveries

Proprietary Limited, East Rand Proprietary Mines Limited, Ergo Mining Operations Proprietary

Limited and Ergo Mining Operations Proprietary Limited

amongst

DRDGOLD LIMITED

(as Issuer)

and

CROWN GOLD RECOVERIES PROPRIETARY LIMITED

(as Guarantor)

and

EAST RAND PROPRIETARY MINES LIMITED

(as Guarantor)

and

ERGO MINING OPERATIONS PROPRIETARY LIMITED

(as Guarantor)

and

ERGO MINING PROPRIETARY LIMITED

(as Guarantor)

and

ABSA CAPITAL LIMITED, ACTING THROUGH THE INVESTMENT BANKING DIVISION OF ABSA

BANK LIMITED, AFFILIATED WITH BARCLAYS BANK PLC

(as Lead Manager )

and

ABSA CAPITAL LIMITED, ACTING THROUGH THE INVESTMENT BANKING DIVISION OF ABSA

BANK LIMITED, AFFILIATED WITH BARCLAYS BANK PLC

(as Manager)

SUBSCRIPTION AGREEMENT

PARTIES

1.1.

The parties to this Agreement are:

1.1.1.

DRDGOLD LIMITED (as Issuer );

1.1.2.

CROWN GOLD RECOVERIES PROPRIETARY LIMITED, EAST RAND

PROPRIETARY MINES LIMITED, ERGO MINING OPERATIONS

PROPRIETARY LIMITED AND ERGO MINING PROPRIETARY LIMITED (the

Guarantors ); and

1.1.3.

ABSA CAPITAL LIMITED, ACTING THROUGH THE INVESTMENT BANKING ,

DIVISION OF ABSA BANK LIMITED, AFFILIATED WITH BARCLAYS BANK

PLC (as Lead Manager and Manager ).

1.2.

The parties agree as set out below.

INTRODUCTION

2.1.

The Issuer proposes to issue ZAR2 000 000 000 unsecured and secured registered notes

of any kind (the “ Notes ”) under the DRDGOLD Limited ZAR200,000,000 Domestic Medium

Term and High Yield Note Programme pursuant to the Programme Memorandum dated 15

June 2012 prepared by it (the “ Programme Memorandum ”). The terms of the issue shall

be set out in the form of the Applicable Pricing Supplement (the “ Pricing Supplement ”)

attached to this Agreement as Annex A.

2.2.

In a guarantee dated 15 June 2012, Crown Gold Recoveries Proprietary Limited, East Rand

Proprietary Limited, Ergo Mining Operations Proprietary Limited and Ergo Mining Proprietary

Limited, jointly and severally, unconditionally and irrevocably guaranteed the due and

punctual payment of all amounts due and payable on the Notes in terms of the Terms and

Conditions. This Agreement is supplemental to the Programme Agreement dated 15 June

2012 (the “ Programme Agreement ”) entered into between the Issuer, the Arranger and the

Dealer party thereto. The provisions of the Programme Agreement applicable to the issue of

the Notes shall, save to the extent varied by this Agreement, be deemed to be incorporated

in this Agreement. All terms with initial capitals used herein without definition have the

meanings given to them in the Programme Agreement.

2.3.

The parties hereto wish to record the arrangements agreed between them in relation to the

issue of the Notes referred to in clause 2.1.

APPOINTMENT

[This Agreement appoints each Manager, which is not a party to the Programme Agreement (each a

“ New Dealer ”), as a New Dealer in accordance with the provisions of clause 13 of the Programme

Agreement for the purposes of the issue of the Notes. Each New Dealer undertakes for the benefit

of the Issuer, each of the Guarantors, the Arranger and each of the other Dealers that, in relation to

the issue of the Notes, it will perform and comply with all the duties and obligations expressed to be

assumed by a Dealer under the Programme Agreement. The Lead Manager confirms that it is in

receipt of the documents referenced below:

3.1.1.

a copy of the Programme Agreement; and

3.1.2.

a copy of such of the documents referred to in Part 1 of Schedule 1 of the

Programme Agreement as the Lead Manager (on behalf of the Managers) has

requested and has provided each of the New Dealers with a copy of those of

such documents which the relevant New Dealer has requested.

3.2.

Each New Dealer, accordingly, confirms that all such documents have been found by it to be

satisfactory or that it has waived its right to object to any such document.

In consideration of the Issuer appointing the New Dealer[s] as [a] Dealer[s] in respect of the

Notes under the Programme Agreement, [each] [the] New Dealer hereby undertakes, for the

benefit of the Issuer, each of the Guarantors, the Arranger and each of the other Dealers

that, in relation to the issue of the Notes, it will perform and comply with all the duties and

obligations expressed to be assumed by a Dealer under the Programme Agreement, a copy

of which it acknowledges it has received from the Lead Manager. Notwithstanding anything

contained in the Programme Agreement, [each] [the] New Dealer[s] shall be vested with all

authority, rights, powers, duties and obligations of a Dealer in relation to the issue of the

Notes as if originally named as a Dealer under the Programme Agreement provided that

following the Issue Date of the Notes [each] [the] New Dealer[s] shall have no further such

authority, rights, powers, duties or obligations except such as may be accrued or been

incurred prior to, or in connection with, the issue of the Notes.]

[The Dealer is appointed in respect of the issue and placing of the Notes contemplated in

this Agreement and is a party to the Programme Agreement and accordingly no New

Dealers are appointed in terms of this Agreement.]

ISSUE OF NOTES

4.1.

Subject to the terms and conditions of the Programme Agreement and this Agreement, the

Issuer hereby agrees to issue the Notes and the Manager[s] [jointly and severally] [several

but not joint] agree to:

4.1.1.

act as agent[s] for the Issuer to procure the subscription for the Notes by

investors at a price of [ ] percent of the principal amount of the Notes (the

“ Purchase Price ”), being the issue price of [ ] percent less [ ] percent less a

discount of [ ] percent; or

4.1.2.

act as agent[s] for the Issuer to procure the subscription for the Notes by

investors at a purchase price of [ ] percent of the principal amount of the Notes

(the “ Procurement Purchase Price ”) in consideration for which the Issuer

agrees to pay the Manager[s] a commission equal to [ ]% of the principal

amount of the notes (the “ Procurement Commission ”).

4.2.

The settlement procedures set out in Part 2 of Annex A to the Procedures Memorandum are

indicative only, and shall serve as merely a guideline to the settlement procedures

applicable to the issue of Notes subscribed for by investors as contemplated by this

Agreement, and shall be on the basis that:

4.2.1.

in the case of clause 4.1.1 the sum payable on the Issue Date shall be

(representing the Purchase Price ), less the amount payable in respect of

Managers’ expenses specified in clause 5.1 of this Agreement);

4.2.2.

in the case of clause 4.1.2 the sum payable on the Issue Date shall be

representing the Procurement Purchase Price less the aggregate of the

Procurement Commission and the amount payable in respect of the Managers’

expenses specified in clause 5.1 of this agreement;

4.2.3. “ Issue Date ” means on or such other time and/or date as the Issuer

and the Lead Manager on behalf of the Manager may agree.

EXPENSES

5.1.

[[The Issuer shall bear and pay (together with any applicable value added or similar tax) all

reasonable costs and expenses incurred in or in connection with the printing of Certificates

(if any), this Agreement and the Pricing Supplement, the listing of the Notes on the Financial

Exchange and making initial delivery of the Notes.] In addition, the Issuer agrees to pay to

the Lead Manager [ ] in respect of reasonable legal, travelling, telex, facsimile,

telephone, postage and agreed advertising expenses incurred and to be incurred by the

Manager in connection with the preparation and management of the issue and distribution of

the Notes which sum may be deducted from the Purchase Price [or the Procurement

Purchase Price, as the case may be].] [The arrangements in relation to expenses have been

separately agreed between the Issuer and the Lead Manager.]]

5.2.

The Issuer shall be provided with copies of all marketing material produced by each

Manager in relation to the Programme.

CONDITIONS PRECEDENT

The obligation of the Manager to act as agent for the Issuer to procure the subscription for the Notes

is conditional upon:

6.1.

the execution by all parties of this Agreement on or prior to the Issue Date;

6.2.

the conditions set out in clause 5.2 of the Programme Agreement being satisfied as of the

Issue Date and, without prejudice to the aforesaid, [as supplemented by [ ]]

containing all material information relating to the assets and liabilities, financial position,

profits and losses of the Issuer and nothing having happened or being expected to happen

which would require the Programme Memorandum [, as so supplemented,] to be [further]

supplemented or updated; and

6.3.

the delivery to the Lead Manager on the Issue Date of:

6.3.1.

legal opinions addressed to the Manager dated the Issue Date in such form and

with such contents as the Lead Manager, on behalf of the Managers, may

reasonably require from [ ] legal advisers to the Issuer [ ] legal advisors to

the Guarantors and from [ ] legal advisers to the Managers;

6.3.2.

a certificate dated as at the Issue Date signed by a duly authorised officer(s) of

the Issuer giving confirmation that:

6.3.2.1.

all the conditions set out in clause 5.2 of the Programme Agreement

entered into in respect of the Programme between the Issuer, the

Guarantors, the Arranger and the Dealers named therein, have

been satisfied (provided that where any condition contains

reference to the opinion of any Dealer, such reference has been

ignored);

6.3.2.2.

there has been no Material Adverse Effect, nor any development

involving a prospective Material Adverse Effect, in or affecting the

properties and conditions (financial or otherwise) of the Issuer since

the date of its latest audited financial statements which is material in

the context of the issue of the Notes;

6.3.2.3.

the representations and warranties of the Issuer contained in

clause 6.1 of the Programme Agreement are true, accurate and

correct at, and as if made today, and the Issuer has performed all of

its obligations under the Subscription Agreement and/or the

Programme Agreement to be performed on or before today; and

6.3.2.4.

the issue of the Notes by the Issuer would not give rise to any

breach of any limit on the borrowings of the Issuer.

6.3.3.

a certificate dated as at the Issue Date signed by a duly authorised officer(s) of

each of the Guarantors confirming that:

6.3.3.1.

there has been no Material Adverse Effect, nor any development

involving a prospective Material Adverse Effect, in or affecting the

properties and conditions (financial or otherwise) of each of the

Guarantors since the date of their latest audited financial

statements which is material in the context of the issue of the Notes;

and

6.3.3.2.

the representations and warranties of each of the Guarantors

contained in clause 6.2 of the Programme Agreement are true,

accurate and correct at, and as if made today, and each of the

Guarantors has performed all of their obligations under the

Subscription Agreement and/or the Programme Agreement to be

performed on or before today;

6.3.4.

comfort letters dated the date hereof and the Issue Date from KPMG Inc. as the

independent auditors of the Issuer and the Guarantors, in such form with such

content as the Manager may reasonably request;

6.3.5.

[specify any other conditions precedent].

If any of the foregoing conditions are not satisfied on or before the Issue Date, this

Agreement shall terminate on such date and the parties hereto shall be under no

further liability arising out of this Agreement (except for the liability of the Issuer in

relation to expenses as provided in clause 4.2.3 and except for any liability arising

before or in relation to such termination), provided that the Lead Manager (on behalf

of the Managers) may in its discretion waive any of the aforesaid conditions of the

Programme Agreement) or any of them.

TERMINATION

The Lead Manager (on behalf of the Managers) may, by notice to the Issuer, terminate this

Agreement at any time prior to payment of the purchase money referred to in clause 4 above to the

Issuer if in the opinion of the Lead Manager, after consultation with the Issuer, if practicable, there

shall have been such a change in national or international financial, political or economic conditions

or currency exchange rates or exchange controls as would in the opinion of the Lead Manager be

likely to prejudice materially the success of the offering or distribution of the Notes or dealings in the

Notes in the secondary market, and, upon such notice being given, the parties to this Agreement

shall (except for the liability of the Issuer in relation to expenses as provided in clause 4.2.3 of this

Agreement and except for any liability arising before or in relation to such termination) be released

and discharged from their respective obligations under this Agreement.

13.

NOTICES AND DOMICILIA

13.1. Notices

13.1.1.

Each Party chooses the addresses set out opposite its name below as its

address to which any written notice in connection with this Agreement may be

addressed.

13.1.1.1. Issuer :

DRDGOLD Limited

Floor, Quadrum 1

Quadrum Office Park
50 Constantia Boulevard
Constantia Kloof Ext 28
Roodepoort
South Africa
Attention : Craig Barnes/Niel Pretorius
Telefax No : 011 470 2600

Crown Gold Recoveries Proprietary Limited:

Floor, Quadrum 1

Quadrum Office Park
50 Constantia Boulevard
Constantia Kloof Ext 28
Roodepoort
South Africa
Attention : Craig Barnes/Niel Pretorius
Telefax No : 011 470 2600,

East Rand Proprietary Mines Limited:

Floor, Quadrum 1

Quadrum Office Park
50 Constantia Boulevard
Constantia Kloof Ext 28
Roodepoort
South Africa
Attention : Craig Barnes/Niel Pretorius
Telefax No : 011 470 2600,

Ergo Mining Operations Proprietary Limited:

Floor, Quadrum 1

Quadrum Office Park
50 Constantia Boulevard
Constantia Kloof Ext 28
Roodepoort
South Africa
Attention : Craig Barnes/Niel Pretorius
Telefax No : 011 470 2600,

Ergo Mining Proprietary Limited:

Floor, Quadrum 1

Quadrum Office Park
50 Constantia Boulevard
Constantia Kloof Ext 28
Roodepoort
South Africa
Attention : Craig Barnes/Niel Pretorius
Telefax No : 011 470 2600;

13.1.1.2. Lead Manager :

Absa Capital Limited, acting through the investment division of Absa

Bank Limited, affiliated with Barclays Bank plc

15 Alice Lane
Sandton , 2196
South Africa
Telefax No : 011 895 5382
Attention : Keith Flemmer

13.1.1.3. Manager:

Absa Capital Limited, acting through the investment banking

division of Absa Bank Limited, affiliated with Barclays Bank plc

15 Alice Lane
Sandton , 2196
South Africa
Telefax No : 011 895 5382
Attention : Keith Flemmer

13.1.2.

Any notice or communication required or permitted to be given in terms of this

Agreement shall be valid and effective only if in writing but it shall be competent

to give notice by telefax transmitted to its telefax number set out opposite its

name above.

13.1.3.

Either Party may by written notice to the other Party change its chosen

addresses and/or telefax number for the purposes of clause 18.1.1 of the

Programme Agreement to any other address(es) and/or telefax number,

provided that the change shall become effective on the 14th (fourteenth) day

after the receipt of the notice by the addressee.

13.1.4.

Any notice given in terms of this Agreement shall:

13.1.4.1. if delivered by hand be deemed to have been received by the

addressee on the date of delivery;

13.1.4.2. if transmitted by facsimile be deemed to have been received by the

addressee on the 1st (first) Business Day after the date of

transmission,

unless the contrary is proved.

13.1.5.

Notwithstanding anything to the contrary herein contained, a written notice or

communication actually received by a Party shall be an adequate written notice

or communication to it, notwithstanding that it was not sent to or delivered at its

chosen address and/or telefax number.

13.2. Domicilia

13.2.1.

Each of the Parties chooses its physical address referred to in clause 18.1 of

the Programme Agreement as its domicilium citandi et executandi at which

documents in legal proceedings in connection with this Agreement may be

served.

13.2.2.

Either Party may by written notice to the other Party change its domicilium from

time to time to another address, not being a post office box or a poste restante ,

in South Africa; provided that any such change shall only be effective on the

14th (fourteenth) day after deemed receipt of the notice by the other Party

pursuant to clause 18.1.4 of the Programme Agreement.

14.

CONFIDENTIALITY

14.1. Each Party shall treat as strictly confidential all information received or obtained as a result

of entering into or performing this Agreement which relates to:

14.1.1.

the provisions of this Agreement;

14.1.2.

the negotiations relating to this Agreement;

14.1.3.

the subject matter of this Agreement; and/or

14.1.4.

the other Party.

14.2. A Party may disclose information which would otherwise be confidential if and to the extent:

14.2.1.

required by law;

14.2.2.

required by any securities exchange or regulatory or governmental body to

which either Party is subject, wherever situated, whether or not the requirement

for information has the force of law;

14.2.3.

required to vest the full benefit of this Agreement in either Party;

14.2.4.

disclosed to the professional advisers, auditors and bankers of each Party;

14.2.5.

the information has come into the public domain through no fault of that Party;

14.2.6.

the other Party has given prior written approval to the disclosure;

provided that any information so disclosed shall be disclosed only after notification

to the other Party.

15.

GOVERNING LAW

The entire provisions of this Agreement shall be governed by and construed in accordance with the

laws of South Africa.

16.

JURISDICTION

The Parties hereby irrevocably and unconditionally consent to the non-exclusive jurisdiction of the

South Gauteng High Court, Johannesburg, South Africa (or any successor to that division) in regard

to all matters arising from this Agreement.