DRDGOLD Limited (DRD) 20-F2023 FY Annual report (foreign)

DESCRIPTION OF SECURITIES
REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT

As of June 30, 2023, DRDGOLD Limited (the Company, DRDGOLD, we, us, and our) had the following securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the Exchange Act):

Capitalised terms used but not defined herein have the meanings given to them in DRDGOLD’s annual report on Form 20-F for the fiscal year ended June 30, 2023.

In accordance with the provisions of the JSE Listings Requirements and the DRDGOLD MOI, the Board shall not have the power to issue authorised shares other than:

In accordance with the provisions of the Companies Act:

In accordance with the provisions of the JSE Listings Requirements and the DRDGOLD MOI, shareholders may either convey a:

In terms of the JSE Listings Requirements, a company may only undertake:

The Companies Act, the JSE Listings Requirements and the DRDGOLD MOI require that any new issue of shares by DRDGOLD must first be offered to existing shareholders in proportion to their shareholding in the Company, unless, among other things:

DRDGOLD or any subsidiary of DRDGOLD may, if authorised by special resolution by way of a general approval, acquire ordinary shares in the capital of DRDGOLD in accordance with the Companies Act and the JSE Listings Requirements, provided among other things that:

DRDGOLD’s ordinary shares are listed on securities exchange operated by the JSE Limited (JSE). As of June 30, 2023, the total number of issued ordinary shares was 864,588,711. DRDGOLD’s ordinary shares are issued in registered (dematerialised) form. In addition, some of DRDGOLD’s shareholders hold a limited number of the shares in certificated form.

The transfer of any DRDGOLD certificated shares must be implemented in accordance with the provisions of the Companies Act, using the then common form of transfer. Dematerialised shares, which have been traded on the JSE, are transferred on the STRATE system and delivered five business days after each trade. The transferor of any share is deemed to remain the holder of that share until the name of the transferee is entered in DRDGOLD’s register for that share. Since DRDGOLD shares are traded through STRATE, only shares that have been dematerialised may be traded on the JSE. Accordingly, DRDGOLD shareholders who hold shares in certificated form must dematerialise their shares in order to trade on the JSE.

Not applicable.

Not applicable.

DRDGOLD may make distributions (including the payment of dividends) from time to time in accordance with provisions of the Companies Act, the JSE Listings Requirements and the DRDGOLD MOI. In terms of the Companies Act, a company may only make a distribution (including the payment of any dividend) if:

In terms of the Companies Act, a company satisfies the solvency and liquidity test at a particular time if, considering all reasonably foreseeable financial circumstances of the company at that time:

Subject to the above requirements, the directors of DRDGOLD may from time to time declare a dividend or any other distribution to shareholders in proportion to the number of shares held by them.

The Company must hold all monies due to the shareholders in trust indefinitely, subject to the laws of prescription. The Company shall be entitled at any time to delegate its obligations in respect of unclaimed dividends, or other unclaimed distributions, to any one of the Company’s bankers.

Every shareholder of DRDGOLD, or representative of a shareholder, who is present at a shareholders meeting has one vote on a show of hands, irrespective of the number of shares he or she holds or represents, provided that a representative of a shareholder shall, irrespective of the number of shareholders he or she represents, have only one vote. Every DRDGOLD shareholder is, on a poll, entitled to one vote per ordinary share held. Neither the Companies Act nor the DRDGOLD MOI provide for cumulative voting.

A shareholder entitled to attend and vote at a shareholders meeting shall be entitled to appoint a proxy to attend, participate in, speak and vote at such shareholders meeting in the place of such shareholder. The proxy need not be a shareholder. However, the proxy may delegate the authority granted to him or her as a proxy as set out in the Companies Act.

See “Dividends and payments to shareholders”.

In the event of a voluntary or compulsory liquidation, dissolution or winding-up, the assets remaining after payment of all the debts and liabilities of DRDGOLD, including the costs of liquidation, shall be dealt with by a liquidator who may, among other things, divide among the shareholders any part of the assets of DRDGOLD, and may vest any part of the assets of DRDGOLD as the liquidator deems fit in trust for the benefit of shareholders. The division of assets is not required to be done in accordance with the legal rights of shareholders of DRDGOLD. In particular, any class may be given preferential or special rights or may be partly or fully excluded.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

The DRDGOLD shareholders may, by the passing of a special resolution in accordance with the provisions of the Companies Act and the DRDGOLD MOI, or in compliance with a court order, and subject to the approval of the JSE, amend the DRDGOLD MOI, including:

All or any of the rights, privileges or conditions attached to DRDGOLD’s ordinary shares may be varied by a special resolution of DRDGOLD passed in accordance with the provisions of the Companies Act and the DRDGOLD MOI.

There are no limitations imposed by South African law or by the DRDGOLD MOI on the rights of non-South African shareholders to hold or vote DRDGOLD’s ordinary shares.

The DRDGOLD MOI does not contain any provisions that would have the effect of delaying, deferring or preventing a change in control of the company and that would operate only with respect to a merger, acquisition or corporate restructuring involving the company (or any of its subsidiaries).

The Companies Act requires a registered holder of DRDGOLD shares who is not the beneficial owner of such shares to disclose to DRDGOLD, within five business days of the end of every month during which a change has occurred in the beneficial ownership, the identity of the beneficial owner and the number and class of securities held on behalf of the beneficial owner. Moreover, DRDGOLD may, by notice in writing, require a person who is a registered shareholder, or whom DRDGOLD knows or has reasonable cause to believe has a beneficial interest in DRDGOLD ordinary shares, to confirm or deny whether or not such person holds the ordinary shares or beneficial interest and, if the ordinary shares are held for another person, to disclose to DRDGOLD the identity of the person on whose behalf the ordinary shares are held. DRDGOLD may also require the person to give particulars of the extent of the beneficial interest held during the three years preceding the date of the notice. DRDGOLD is obliged to establish and maintain a register of the disclosures described above in accordance with the Companies Act and to publish in its annual financial statements a list of the persons who hold a beneficial interest equal to or in excess of 5 per cent. of the total number of ordinary shares issued by DRDGOLD, together with the extent of those beneficial interests.

With respect to Items 10.B.2-10.B.8, there are no significant differences between the South African law and U.S. federal law.

DRDGOLD has an American Depositary Receipt facility. In connection with this facility, DRDGOLD is party to a Deposit Agreement, dated as of August 12, 1996, as amended and restated as of July 23, 2007, among DRDGOLD, The Bank of New York (The Bank of New York Mellon, or BNYM), as Depositary, and all owners and holders from time to time of American Depositary Receipts issued thereunder.

This summary is subject to and qualified in its entirety by reference to the Deposit Agreement, including the form of ADRs attached thereto. Terms used in this section and not otherwise defined will have the meanings set forth in the Deposit Agreement. Copies of the Deposit Agreement are available for inspection at the Corporate Trust Office of the Depositary, located at 240 Greenwich Street, New York, New York 10286. The Depositary’s principal executive office is also located at 240 Greenwich Street, New York, New York 10286.

An ADR is a receipt evidencing a specific number of American Depositary Shares (ADSs). Each DRDGOLD ADS represents ownership interests in ten DRDGOLD ordinary shares and the rights attributable to ten DRDGOLD ordinary shares that DRDGOLD will deposit with one of the custodians, which currently are ABSA Bank Ltd., Standard Bank of South Africa, French Bank of South Africa, First National Bank of South Africa and Nedcor Bank Limited. Each DRDGOLD ADS also represents securities, cash or other property deposited with BNYM but not distributed to holders of DRDGOLD ADSs.

As BNYM will actually be the holder of the underlying ordinary shares, DRDGOLD will not treat you as one of its shareholders. As a holder of ADSs, you will have ADS holder rights. A Deposit Agreement among DRDGOLD, BNYM and you, as a DRDGOLD ADS holder, sets out the ADR holders’ rights and obligations of BNYM, as depositary. New York state law governs the Deposit Agreement and the ADRs evidencing the DRDGOLD ADSs.

You may hold ADRs either directly or indirectly through your broker or financial institution. If you hold ADRs directly, you are an ADR holder. This description assumes you hold your ADRs directly. If you hold the ADRs indirectly, you must rely on the procedures of your broker or financial institution to assert the rights of ADR holders described in this section. You should consult with your broker or financial institution to find out what those procedures are.

BNYM will pay to you the cash dividends or other distributions it or the custodian receives on the ordinary shares or other deposited securities, after deducting its fees and expenses. You will receive these distributions in proportion to the number of ordinary shares your DRDGOLD ADSs represent.

BNYM will convert any cash dividend or distribution DRDGOLD pays on the ordinary shares, other than any dividend or distribution paid in U.S. dollars, into U.S. dollars. If that is not possible on a reasonable basis, or if any approval from any government is needed and cannot be obtained, the Deposit Agreement allows BNYM to distribute the foreign currency only to those ADS holders to whom it is possible to do so or to hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid. It will not invest the foreign currency and it will not be liable for any interest.

Before making a distribution, BNYM will deduct any withholding taxes that must be paid under applicable laws. It will distribute only whole U.S. dollars and U.S. cents and will round any fractional amounts to the nearest whole cent. If the exchange rates fluctuate during a time when BNYM cannot convert the foreign currency, you may lose some or all of the value of the distribution.

BNYM will distribute new ADRs representing any ordinary shares DRDGOLD distributes as a dividend or free distribution, if DRDGOLD requests that BNYM make this distribution and if DRDGOLD furnishes BNYM promptly with satisfactory evidence that it is legal to do so. BNYM will only distribute whole ADRs. It will sell ordinary shares, which would require it to issue a fractional ADS and distribute the net proceeds to the holders entitled to those ordinary shares. If BNYM does not distribute additional cash or ADSs, each ADS will also represent the new ordinary shares.

If DRDGOLD offers holders of securities any rights, including rights to subscribe for additional ordinary shares, BNYM may take actions necessary to make these rights available to you. DRDGOLD must first

instruct BNYM to do so and furnish it with satisfactory evidence that it is legal to do so. If DRDGOLD does not furnish this evidence and/or give these instructions, and BNYM determines that it is practical to sell the rights, BNYM may sell the rights and allocate the net proceeds to holders’ accounts. BNYM may allow rights that are not distributed or sold to lapse. In that case, you will receive no value for them.

If BNYM makes rights available to you, upon instruction from you it will exercise the rights and purchase the ordinary shares on your behalf. BNYM will then deposit the ordinary shares and deliver ADSs to you. It will only exercise rights if you pay BNYM the exercise price and any charges the rights require you to pay. U.S. securities laws may restrict the sale, deposit, cancellation and transfer of the ADSs issued after exercise of rights. BNYM will not offer you rights unless those rights and the securities to which the rights relate are either exempt from registration or have been registered under the Securities Act with respect to a distribution to you.

BNYM will send to you anything else DRDGOLD distributes on deposited securities by any means BNYM thinks is legal, fair and practical. If it cannot make the distribution in that way, BNYM may decide to sell what DRDGOLD distributed—for example by public or private sale—and distribute the net proceeds, in the same way as it does with cash, or it may decide to hold what DRDGOLD distributed, in which case the ADSs will also represent the newly distributed property.

BNYM is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADR holder. DRDGOLD will have no obligation to take any other action to permit the distribution of ADSs, ordinary shares, rights or anything else to ADS holders. This means that you may not receive the distribution DRDGOLD makes on its ordinary shares or any value for them if it is illegal or impractical for DRDGOLD to make them available to you.

BNYM will deliver the ADSs that you are entitled to receive in the offer against deposit of the underlying ordinary shares. BNYM will deliver additional ADSs if you or your broker deposit ordinary shares with the custodian. You must also deliver evidence satisfactory to BNYM of any necessary approvals of the governmental agency in South Africa, if any, which is responsible for regulating currency exchange at that time. If required by BNYM, you must in addition deliver an agreement transferring your rights as a shareholder to receive dividends or other property. Upon payment of its fees and of any taxes or charges, BNYM will register the appropriate number of ADSs in the names you request and will deliver the ADRs at its Corporate Trust Office to the persons you request.

You may submit a written request to withdraw ordinary shares and turn in your ADRs evidencing your ADSs at the Corporate Trust Office of BNYM. Upon payment of its fees and of any taxes or charges, such as stamp taxes or stock transfer taxes, BNYM will deliver the deposited securities underlying the ADSs to an account designated by you at the office of the custodian. At your request, risk and expense, BNYM may deliver at its Corporate Trust Office any dividends or distributions with respect to the deposited securities represented by the ADSs, or any proceeds from the sale of any dividends, distributions or rights, which may be held by BNYM.

Whenever any distribution of cash or rights, change in the number of ordinary shares represented by ADSs or notice of a meeting of holders of ordinary shares or ADSs is made, BNYM will fix a record date for the determination of the owners entitled to receive the benefits, rights or notice.

If you are an ADS holder on a record date fixed by BNYM, you may exercise the voting rights of the same class of securities as the ordinary shares represented by your ADSs, but only if DRDGOLD asks BNYM to ask for your instructions. Otherwise, you will not be able to exercise your right to vote unless you withdraw the ordinary shares.

However, you may not know about the meeting enough in advance to withdraw the ordinary shares. If DRDGOLD asks for your instructions, BNYM will notify you of the upcoming meeting and arrange to deliver certain materials to you. The materials will (1) include all information included with the meeting notice sent by DRDGOLD to BNYM, (2) explain how you may instruct BNYM to vote the ordinary shares or other deposited securities underlying your ADSs as you direct, if you vote by mail or by proxy and (3) include a voting instruction card and any other information required under South African law that DRDGOLD and BNYM will prepare. For instructions to be valid, BNYM must receive them on or before the date specified in the instructions. BNYM will try, to the extent practical, subject to applicable law and the provisions of the Articles of Association of DRDGOLD, to vote or have its agents vote the underlying shares as you instruct. BNYM will only vote, or attempt to vote, as you instruct. However, if BNYM does not receive your voting instructions, it will give a proxy to vote your ordinary shares to a designated representative of DRDGOLD, unless DRDGOLD informs BNYM that either: (1) it does not want the proxy issued, (2) substantial opposition exists or (3) the matter materially and adversely affects the rights of holders of ordinary shares.

DRDGOLD cannot assure that you will receive the voting materials in time to ensure that you can instruct BNYM to vote your ordinary shares. In addition, BNYM and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to exercise your right to vote and there may be nothing you can do if your ordinary shares are not voted as you requested.

BNYM will keep books for the registration and transfer of ADRs. These books will be open at all reasonable times for inspection by you, provided that you are inspecting the books for a purpose related to DRDGOLD or the Deposit Agreement or the ADRs.

BNYM will make available for your inspection at its Corporate Trust Office any reports or communications, including any proxy material, received from DRDGOLD, as long as these materials are received by BNYM as the holder of the deposited securities and generally available to DRDGOLD shareholders. At DRDGOLD’s written request, BNYM will also send copies of reports, notices and communications to you.

If DRDGOLD:

the cash, ordinary shares or other securities received by BNYM will become new deposited securities under the Deposit Agreement, and each DRDGOLD ADS will automatically represent the right to receive a proportional interest in the new deposited securities; and BNYM may and will, if DRDGOLD asks it to,

distribute some or all of the cash, ordinary shares or other securities it received. It may also issue new DRDGOLD ADSs or ask you to surrender your outstanding DRDGOLD ADSs in exchange for new DRDGOLD ADSs identifying the new deposited securities.

DRDGOLD may agree with BNYM to amend the Deposit Agreement and the DRDGOLD ADRs without your consent for any reason. If the amendment adds or increases fees or charges, except for taxes and governmental charges, or prejudices an important right of DRDGOLD ADS holders, it will only become effective 30 days after BNYM notifies you of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ADSs, to agree to the amendment and to be bound by the agreement as amended. However, no amendment will impair your right to receive the deposited securities in exchange for your DRDGOLD ADSs.

BNYM will terminate the Deposit Agreement if DRDGOLD asks it to do so, in which case it must notify you at least 90 days before termination.

BNYM may also terminate the agreement after notifying you if BNYM informs DRDGOLD that it would like to resign and DRDGOLD does not appoint a new depositary bank within 90 days.

If any DRDGOLD ADSs remain outstanding after termination, BNYM will stop registering the transfer of DRDGOLD ADSs, will stop distributing dividends to DRDGOLD ADS holders, and will not give any further notices or do anything else under the Deposit Agreement other than:

At any time after one year after termination of the Deposit Agreement, BNYM may sell any remaining deposited securities by public or private sale. After that, BNYM will hold the money it received on the sale, as well as any cash it is holding under the Deposit Agreement, for the pro rata benefit of the DRDGOLD ADS holders that have not surrendered their DRDGOLD ADSs. It will not invest the money and has no liability for interest. BNYM’s only obligations will be to account for the money and cash. After termination, DRDGOLD’s only obligations will be with respect to indemnification of, and to pay specified amounts to, BNYM.

You have the right to cancel your DRDGOLD ADSs and withdraw the underlying ordinary shares at any time except:

This right of withdrawal may not be limited by any provision of the Deposit Agreement.

The Deposit Agreement expressly limits the obligations of DRDGOLD and BNYM. It also limits the liability of DRDGOLD and BNYM. DRDGOLD and BNYM:

In the Deposit Agreement, DRDGOLD and BNYM agree to indemnify each other under specified circumstances.

Before BNYM will deliver or register the transfer of a DRDGOLD ADS, make a distribution on a DRDGOLD ADS, or permit withdrawal of ordinary shares, BNYM may require:

BNYM may refuse to deliver, transfer, or register transfer of DRDGOLD ADSs generally when the transfer books of BNYM are closed or at any time if BNYM or DRDGOLD thinks it advisable to do so.

The Deposit Agreement is governed by the law of the State of New York.