DRDGOLD Limited 20F 2021 Annual report

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 For

the fiscal

year

ended

June 30, 2021

☐

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

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)

Constantia Office Park Cnr 14th Avenue and Hendrik Potgieter Road Cycad House, Building 17, Ground Floor

Weltevreden Park

1709

South Africa

(Address

of principal

executive offices)

Riaan Davel

, Chief Financial

Officer, Tel. no. +

470 2600

, Email

riaan.davel@drdgold.com

Mpho Mashatola,

Group Financial

Controller,

Tel. no. +27 11 470 2600,

Email mpho

mashatola@drdgold.com

(Name, Telephone,

Email and/or

Facsimile

number and Address

of Company Contact

Person)

Securities

registered or

to be registered

pursuant to Section

12(b) of the

Act

Title of each

class:

Trading symbol

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.)

DRD

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.

864,588,711

ordinary shares

of no par value

outstanding

as of June 30,

2021.

Indicate

check

mark

the

registrant

well-known

seasoned

issuer,

defined

Rule

405

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 every Interactive Date File required to be submitted

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 such files).

Yes

☑

☐

Indicate

by check

mark whether

the registrant

is a

large accelerated

filer, an

accelerated

filer, a

non-accelerated

filer, or

an emerging

growth company.

See definition of

“large accelerated filer,” “accelerated filer,”

and “emerging growth

company” in Rule

12b-2 of

the

Exchange Act.

Large accelerated

filer

☐

Accelerated filer

☑

Non-accelerated

filer

☐

Emerging growth

company

☐

If any emerging

growth company

that prepares

its financial

statements in

accordance with

U.S. GAAP, indicate by check

mark if

the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards

provided pursuant

to Section 13(a)

of the Exchange

Act

☐

The term

“new or

revised

financial

accounting

standard”

refers to

any update

issued by

the Financial

Accounting

Standards

Board

to its Accounting

Standards Codification

after April

5, 2012.

Indicate by

check

mark

whether

the

registrant has

filed

report

and

attestation to

its

management’s

assessment of

the

effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by

the

registered

public accounting

firm that prepared

or issued its

audit report.

☐

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

International Accounting Standards Board

☑

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

☐

☑

Indicate by check

mark whether the

registrant

has filed all

documents and reports

required to be

filed by Sections

12, 13 or 15(d)

of the Securities

Exchange Act of

1934 subsequent

to the distribution

of securities

under a plan confirmed

by a court.

Yes

☐

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

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.

Share Capital

10B.

Memorandum of Incorporation

10C.

Material Contracts

10D.

Exchange Controls

10E.

Taxation

10F.

Dividends And Paying Agents

10G.

Statement By Experts

10H.

Documents On Display

10I.

Subsidiary Information

ITEM 11.

QUANTITATIVE

AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK

TABLE OF CONTENTS

Page

PART II

ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

12A.

Debt Securities

12B.

Warrants and Rights

12C.

Other Securities

12D

American Depositary Shares

ITEM 13.

DEFAULTS,

DIVIDEND ARREARAGES AND DELINQUENCIES

ITEM 14.

MATERIAL

MODIFICATIONS TO

THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

ITEM 15.

CONTROLS AND PROCEDURES

ITEM 16A.

AUDIT COMMITTEE FINANCIAL EXPERT

ITEM 16B.

CODE OF ETHICS

ITEM 16C.

PRINCIPAL ACCOUNTANT

FEES AND SERVICES

ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

ITEM 16F

CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

ITEM 16G.

CORPORATE

GOVERNANCE

ITEM 16H.

MINE SAFETY DISCLOSURES

PART III

ITEM 17.

FINANCIAL STATEMENTS

ITEM 18.

FINANCIAL STATEMENTS

ITEM 19.

EXHIBITS

SIGNATURES

Preparation

of Financial

Information

We are a South African

company and

currently

all our operations

are located

in South Africa.

Accordingly, our books

of account

are

maintained

in South African

Rand. Our financial statements included in our corporate filings are prepared in accordance with International

Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB).

Our consolidated financial statements included in this Annual Report are prepared in accordance with IFRS as issued by the IASB.

All financial information, except as otherwise noted is prepared in accordance with IFRS as issued by the IASB.

We present our financial information in rand, which is our presentation and reporting currency.

All references

to “dollars”

or “$”

herein are

to United States

Dollars and

references

to “rand” or

“R” are to

South African

rands. Solely for your convenience, this Annual Report

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 R14.27 per $1.00, the year end exchange rate on June 30, 2021.

In this Annual Report, we present certain non-IFRS financial measures such as the financial items “cash operating costs per

kilogram”, “all-in sustaining costs per kilogram” and “all-in costs per kilogram” which have been determined using industry guidelines

promulgated by the World Gold Council, which we use to determine costs associated with producing gold, 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,

operating costs, profit/(loss) for the year or any other measure of financial performance presented in accordance with IFRS or as an indicator

of our performance. While the World Gold Council has provided definitions for the calculation of cash operating costs, the calculation of

cash operating costs per kilogram, all-in sustaining costs per kilogram and all-in 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 operating costs, all-in sustaining costs and all-in costs” and

“Reconciliation of cash operating costs per kilogram, all-in sustaining costs per kilogram, all-in costs per kilogram”.

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

as appropriate

in the context.

Acquisition

of gold assets

from Sibanye-Stillwater

and subsequent

exercise of

option to purchase

On July 31, 2018, we completed the acquisition of the gold assets associated with Sibanye Gold Limited, trading as Sibanye-

Stillwater’s (“

Sibanye-Stillwater

”) West Rand Tailings

Retreatment Project (“

WRTRP

”), subsequently renamed Far West Gold Recoveries

Proprietary Limited (“

FWGR

”).

This acquisition significantly increased our assets and revenues and added 2.72 million ounces to our Ore

Reserves.

In connection with the acquisition, we issued to Sibanye-Stillwater new shares in the Company equal to 38.05% of outstanding

shares, and granted Sibanye-Stillwater an option to acquire up to a total of 50.1% of our shares within a period of 2 years from the effective

date of the acquisition at a 10% discount to the prevailing market value (the “

Option

”). On January 8, 2020, Sibanye-Stillwater exercised the

Option. On January 22, 2020 Sibanye-Stillwater subscribed for 168,158,944 DRDGOLD shares at an aggregate subscription price of R1,086

million. These shares were issued at a price of R6.46 per share, being a 10% discount to the 30-day volume weighted average traded price.

Special Note

Regarding Forward-Looking

Statements

This Annual

Report contains

certain “forward-looking”

statements

within the meaning

of Section

21E of the

U.S. Securities

Exchange

Act of 1934,

regarding expected

future events,

circumstances,

trends and expected

future financial

performance

and information

relating to

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,

including statements in connection with, or relating

to, among other things:

●

our reserve calculations and underlying assumptions;

●

the trend information discussed in Item 5D.- Trend Information, including target gold production and cash operating costs;

●

life of mine and potential increase in life of mine;

●

estimated future throughput capacity and production;

●

expected trends in our gold production as well as the demand for and the price of gold;

●

our anticipated labor, electricity, water,

crude oil and steel costs;

●

our expectation that existing cash will be sufficient to fund our operations in the next 12 months including our anticipated

commitments;

●

estimated production costs, cash operating costs per ounce, all-in sustaining costs per ounce and all-in costs per ounce;

●

expectations on future gold price, supply and pricing trends, including long term trends, expected impact of the global environment

on gold prices;

●

expected gold production and cash operating costs expected in fiscal year 2022;

●

statements with respect to agreements with unions;

●

our prospects in litigation and disputes;

●

statements with respect to the legal review for increasing the deposition capacity of the Brakpan/Withok Tailings Storage Facility

(“

TSF

”), and expected potential increase in capacity and life of mine and statements with respect to our flotation fine-grind

(“

FFG

”) program;

●

expected deposition capacity from improvements in our dams and new dam construction; and

●

expected effective gold mining tax rate.

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

achievements

that may be

expressed or

implied by

such forward-looking

statements,

including, among

others:

●

the global

impact of

the COVID-19

pandemic and

potential announcement

of further

national lockdowns,

including in

South Africa;

●

adverse changes

or uncertainties

in general

economic conditions

in South Africa;

●

regulatory

developments

adverse to

us or difficulties

in maintaining

necessary

licenses or

other governmental

approvals;

●

future performance

relating to

the FWGR

Phase 2 assets;

●

challenges

in replenishing

mineral ore

reserves;

●

changes in

our competitive

position;

●

changes in,

or that affect

our business

strategy;

●

our ability

to achieve

anticipated

efficiencies

and other cost

savings in

connection

with past

and future

acquisitions;

●

the success

of our business

strategy, development

activities

and other initiatives,

●

adverse changes

in our gold

production

as well as

the demand

for and the

price of gold;

●

changes in

technical

and economic

assumptions

underlying DRDGOLD’

mineral reserve

estimates;

●

any major

disruption in

production

at our key

facilities;

●

adverse changes

in foreign

exchange rates;

●

adverse environmental

or environmental

regulatory changes;

●

adverse changes

in ore grades

and recoveries,

and to the

quality or quantity

of reserves;

●

unforeseen

technical

production issues,

industrial

accidents

and theft;

●

anticipated

or unanticipated

capital expenditure

on property, plant

and equipment;

●

the impact

of HIV/AIDS,

tuberculosis

and

the spread

of other contagious

diseases,

such as coronavirus

(COVID-19);

and

●

various other

factors,

including those

set forth in

Item 3D.

Risk Factors.

For a discussion

of such risks,

see Item

3D. Risk Factors.

The risk factors

described above

and in Item

3D. could affect

our future

results, causing

these results

to differ materially

from those

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

unpredictable

factors could

also have

material

adverse effects

on future results.

Investors

are cautioned

not to place

undue reliance

on these forward-looking

statements,

which speak

only as of the

date thereof.

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.

Special Note

Regarding Links

to External,

or Third-party

Websites

Links to external,

or third-party

websites,

are provided

solely for

convenience.

We take no responsibility

whatsoever

for any third-

party information

contained in

such third-party

websites,

and we specifically

disclaim adoption

or incorporation

by reference

of such information

into this report.

Imperial units

of measure

and metric

equivalents

The table

below sets

forth units

stated in this

document, which

are measured

in Imperial

and Metric.

Metric

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 kilometers

1 meter

3.28084 feet

1 foot

0.3048 meters

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 centimeters

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

The table below sets forth a glossary of terms used in this Annual Report:

Adjusted EBITDA

Adjusted

EBITDA

means

earnings

before

interest,

tax,

depreciation,

amortisation,

share-based

payment

(benefit)/expense, change in estimate of environmental rehabilitation recognised in profit

or loss, gain/(loss) on

disposal

property,

plant

and

equipment,

gain/(loss)

financial

instruments,

IFRS

lease

payments,

transaction costs and retrenchment costs. This is a non-IFRS

financial measure and should not be considered a

substitute measure of net income reported by us in accordance with IFRS.

Administration expenses and

other costs excluding non-

recurring items

Administration

expenses

and

other

costs

excluding

loss

disposal

property,

plant

and

equipment

and

transaction costs.

All-in sustaining costs per

kilogram

All-in sustaining

costs is

a measure

on which

guidance is

provided by

the World

Gold Council

and includes

cash operating costs of production, plus movement in gold in process on a sales basis, corporate administration

expenses and other (costs)/income,

the accretion of rehabilitation

costs and sustaining

capital expenditure. Costs

other than those listed above are excluded. All-in sustaining costs per kilogram are calculated by dividing total

all-in sustaining costs by kilograms of

gold produced. 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.

All-in costs per kilogram

All-in costs is

a measure

on which

guidance is

provided by

the World Gold Council

and includes

all-in sustaining

costs,

retrenchment

costs,

care

and

maintenance

costs,

ongoing

rehabilitation

expenditure,

growth

capital

expenditure and capital recoupments.

Costs other than

those listed above

are excluded. All-in costs

per kilogram

are calculated by dividing

total all-in costs by

kilograms of gold

produced. 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.

Assaying

The chemical testing process of rock samples to determine mineral content.

$/oz

US dollar per ounce.

Called gold content

The theoretical gold content of material processed.

Care and maintenance

Costs to ensure that the Ore Reserves are open, serviceable

and legally compliant after active mining activity at

a shaft has ceased.

Cash operating costs of

production

Cash

operating

costs

production

are

operating

costs

less

ongoing

rehabilitation

expenses,

care

and

maintenance costs and net other operating costs/(income). 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.

Cash operating costs per kilogram

Cash operating

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 operating

costs per kilogram

are

calculated by dividing

cash operating costs

by kilograms of

gold produced.

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.

Cut‑off grade

The minimum

in-situ grade

of ore

blocks for

which the

cash operating

costs per

ounce, excluding

overhead

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

CIL Circuit

Carbon-in-leach circuit.

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.

Doré

Unrefined gold and silver

bullion bars consisting of

approximately 90% precious metals

which will be further

refined to almost pure metal.

Grade

The amount

of gold

contained within auriferous

material generally

expressed in

ounces per

ton or

grams per

tonne of ore.

Growth capital expenditure

Capital additions that

are not sustaining capital

expenditure. 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.

g/t

Grams per tonne.

Metallurgical plant

A processing plant (mill) erected to treat ore and extract the contained gold.

Mine call factor

The gold content recovered expressed as a percentage of the called gold content.

Million tons.

Ore

A mixture of valuable

and worthless materials from

which the extraction of

at least one mineral

is technically

and economically viable.

Other operating costs / (income)

Expenses incurred, and

income generated in

the course of

operating activities, which

are not directly

attributable

to production activities.

Pay-limit

The minimum in-situ grade of

ore blocks or sites for

which cash operating costs, including

all overhead costs,

are equal to a projected gold price per ounce.

Operating costs

Operating costs are cost of sales less depreciation, change in

estimate of rehabilitation provision, movement in

gold in process and finished inventory – gold bullion, and retrenchment costs.

Ore Reserves

That part of a mineral deposit which could be economically and legally extracted

or produced at the time of the

reserve determination.

Proven Ore Reserves

Reserves for which

(a) the quantity

is computed from

dimensions revealed in

outcrops, trenches, workings

drill

holes;

grade

and/or

quality

are

computed

from

the

results

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

Ore 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.

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.

Sediment

The deposition of solid fragmental material that originated from weathering of rocks and was transported from

a source to a site of deposition.

Slimes

The tailings discharged from a processing plant after the valuable minerals have been recovered.

Sustaining capital expenditure

Sustaining capital expenditure are

those capital additions that

are necessary to maintain

current gold production.

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.

t’000

Tonnes 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

an appropriate

unit of

measure. Typically

used to

measure reserves

gold‑bearing material in‑situ or quantities of ore and waste material mined, transported or milled.

Tpm

Tonne per month.

Yield

The amount of recovered gold from production generally expressed in ounces or grams per ton or 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, 2021 and 2020

and for the

years ended June

30, 2021, 2020

and 2019

is 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.

The selected

consolidated

financial data

as at June

30, 2019, 2018

and 2017,

and for the

years ended

June 30, 2018

and 2017 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 millions, except share, per share and ounce data)

Year ended

June 30,

2021

2020

2019

2018

2017

$’m

R'm

Profit or loss Data

Revenue

369.2

5,269.0

4,185.0

2,762.1

2,490.4

2,339.9

Results from operating activities

127.3

1,816.9

937.9

125.2

52.0

(24.6)

Profit/(loss) for the year attributable to

equity owners of the parent

100.9

1,439.9

635.0

78.5

6.5

13.7

Adjusted EBITDA

141.3

2,015.9

1,411.6

254.1

Per Share Data

Basic earnings/(loss) per share (cents)

11.8

168.4

82.5

11.8

1.5

3.2

Diluted earnings/(loss) per share (cents)

11.7

167.2

81.0

11.5

1.5

3.2

Dividends proposed per share for the

year (ZAR cents)

80.0

85.0

20.0

5.0

Dividends proposed per American

Depositary Shares for the year

(USD cents)

56.1

49.1

14.2

3.6

3.4

Exchange rate (USD1:ZAR)

14.27

17.32

14.07

13.72

14.68

Intraday high (USD1:ZAR)

17.78

19.34

15.69

14.57

14.75

Intraday low (USD1:ZAR)

13.39

13.80

13.07

11.50

12.42

Number of shares issued as at June 30

864,588,711

696,429,767

431,429,767

Statement of financial position data

Total assets

444.8

6,348.0

5,675.2

4,059.9

2,360.5

2,287.4

Equity (Net assets)

337.8

4,820.4

4,040.2

2,688.5

1,267.2

1,302.4

Stated share capital

431.5

6,157.4

5,072.3

4,177.2

2021

September

August

July

June

May

April

Exchange Rate Data

Intraday high (USD1:ZAR)

15.25

15.39

14.99

14.40

14.54

14.84

Intraday low (USD1:ZAR)

14.06

14.22

14.15

13.39

13.67

14.14

Translations into

Dollars in this

table are for

the purpose of

convenience only and

are computed at

the closing exchange

rate at June

30,

2021 of R14.27 per $1.00. You should not view such translations as a representation that such amounts represent actual Dollar amounts. All

other translations in this Annual Report are based on exchange rates quoted by local financial institutions.

Adjusted

EBITDA

non-IFRS

financial

measure.

For

definition

Adjusted

EBITDA

see

Glossary

Terms

and

Explanations.

Adjusted EBITDA

(which is

based on

the definition

of that

term used

in our

Revolving Credit

Facility ("RCF")

agreement) may

not be

comparable to similarly titled measures of other companies.

Adjusted EBITDA is not a measure of performance under

IFRS and should be

considered in addition to, and not as a substitute for, other measures of financial performance and liquidity.

The Group also considers Adjusted EBITDA for the purpose of

evaluating compliance with the covenants imposed by the Company’s RCF.

The Group considers

the presentation

of Adjusted

EBITDA provides

useful information

to investors.

We began presenting Adjusted

EBITDA

following the entry into our

RCF in fiscal 2019. Adjusted

EBITDA was not presented

or considered by the Company

before fiscal 2019.

For

a reconciliation

of Adjusted

EBITDA from

profit

for the

year,

see Item

5.A. Operating

and Financial

Review and

Prospects—Adjusted

earnings before interest, interest, depreciation and amortization

Ordinary share capital as

of June 30,

2021 is stated after

the deduction of

R51 million (2020:

R51 million, 2019:

R50.7 million) share

capital

relating to treasury shares held by 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 these

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;

●

Risks related to ownership in our ordinary shares or American Depositary Shares (ADSs); and

●

Risks related to climate change

Risks related

to our business

and operations

Changes in the market price for gold and exchange rate fluctuations,

both of which have fluctuated widely in the past, affect the

profitability

of our operations

and the cash

flows generated

by those operations.

Our results

are significantly

impacted

by the price

of gold and

the USD-Rand

exchange rate.

Any sustained decline in the market price

of gold from the current elevated levels would adversely affect us, and any sustained decline in the price of gold below the cost of production

could

result

the

closure

some

all

our

operations

which

would

result

significant

costs

and

expenditure,

such

as,

incurring

retrenchment costs earlier than expected

which could lead to a decline

in profits, or losses, as well

as impairment losses. In addition, as

most

of our production costs are in rands, while

gold is sold in dollars and then converted

to rands, our results of operation and financial

condition

have been and could be in the future materially affected by

an appreciation in the value of the rand. Accordingly,

any sustained decline in the

dollar price of gold and/or

the strengthening of the South African

rand against the dollar would negatively

and adversely affect our business,

operating results and financial condition.

In the wake

of the COVID-19 pandemic

and measures

taken to address

the outbreak,

there has been

a global trend

of investors

turning

to gold

and gold

stocks as

a safe

haven asset,

as has

been the

case in

times of

global economic

crisis.

This has

led to

a surge

in the

average

gold price

during fiscal

2020 and

fiscal

2021.

Changes

in these

conditions

in the

future (e.g.

global recovery

from the

COVID-19 pandemic)

could

lead to

a decrease

of the gold

price to

pre-pandemic

levels or

lower.

In addition,

we were

impacted by

movements

in the exchange

rate of the

rand

against the

dollar during

the COVID-19

pandemic as

described below.

Exchange rates are influenced by global economic trends. The closing exchange rate of

the rand against the dollar

at June 30,

2021

strengthened

by 18% compared

to June 30,

2020.

The closing

price of the

rand against

the dollar

at June 30,

2020 weakened

by 23% compared

June 30, 2019.

At September

30, 2021, the

rand traded

at R14.51 =

$1.00 (based

on closing rates),

a 2% weakening

of the rand

against the

Dollar

from June

30, 2021.

The rand/dollar

exchange

rate remained

volatile

throughout

the fiscal

year 2021

mainly as

a result

of global,

emerging

market

and South Africa economic uncertainty

including uncertainties

resulting from the COVID-19 pandemic,

global economic slowdown sentiment,

tensions

between

the USA

and China,

perceived

political

instability

and fiscal

strength

and structurally

weak economic

growth of

the South

African

economy including

a seemingly

terminally

distressed

power utility, Eskom

Holdings SOC

Limited (“

Eskom

”).

A decrease in the dollar gold price

and/or a strengthening

of the rand against the dollar

results

in a decrease in our profitability. If the

rand was to appreciate against

the dollar or the gold price were to decrease

for a continued time, our operations

could experience a reduction

cash flow

and profitability,

and this would adversely affect our business, operating results and financial condition.

We typically 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

gold at

spot prices

based on

the afternoon

London Bullion

Market

fixing price

on the

day when

Rand Refinery,

acting as an agent for the

sale of all gold produced by the

Group, delivers

the Gold to the buyer. Our foreign currency

is usually sold at the spot

price in

the market

on the

date of

trade.

If the

dollar gold

price should

fall and/or

the rand

should strengthen

against

the dollar,

this would

adversely

affect us, and we may experience losses, and if these changes result in revenue below our cost of production and remain at such levels for any

sustained

period, we

may be forced

to curtail

or suspend

some or all

our operations.

A failure to acquire

new Ore Reserves

could negatively affect our future

cash flows, results of

operations and financial condition.

New or

ongoing exploration

programs may be

delayed or

may not result

in new mineral

producing operations

that will

sustain or

increase our Ore Reserves. A failure to acquire new Ore Reserves in sufficient quantities and quality to maintain or grow the current level

and

quality of our reserves will negatively affect our future cash flow,

results of operations and financial condition. In addition,

if we are

unable to

identify Ore

Reserves

that have

reasonable

prospects

for economic

extraction

while maintaining

sufficient controls

on production

and other

costs,

this will

have a material

effect on the

future viability

of our operations.

If we are not

successful in increasing reserves

in future years, our

reserves could decrease, and

such reduction would adversely

affect

our business, operating results and financial condition.

We may be unable to

make desirable

acquisitions

or to integrate

successfully

any businesses

we acquire,

including the

development

of Phase 2

of the FWGR

assets acquired

from Sibanye-Stillwater

Our future

success may

depend in

part on the

acquisition

of businesses

or technologies

intended to

complement,

enhance or

expand our

current business

or products or that

might otherwise

offer us growth opportunities.

The ability to complete

such transactions

may be hindered

a number of

factors, including identifying acquisition targets, obtaining

necessary financing and potential difficulties in obtaining government

approvals. Any acquisitions we make,

could fail to

achieve our financial or

strategic objectives or disrupt

our ongoing business which

could

adversely

impact our

results of

operations.

Any acquisition that we do make would pose risks related

to the integration of the new business or technology

with our business and

organization.

We cannot be certain

that we will

be able to

achieve the

benefits we

expect from

a particular

acquisition

or investment.

Acquisitions

may also strain

our managerial

and operational

resources,

as the challenge

of managing

new operations

may divert

our management

from day-to-

day operations of

our existing

business. Furthermore, we may

have difficulty integrating

employees, business systems, and

technology. The

controls, processes

and procedures

of acquired

businesses

may also not adequately

ensure compliance

with laws and

regulations

and we may fail

to identify compliance

issues or liabilities.

Our business,

financial condition

and results

of operations

may be materially

and adversely

affected if

we fail

to coordinate

our resources

effectively

to manage

both our existing

operations

and any businesses

we acquire.

Acquisitions

can also result

in unforeseen

liabilities.

Moreover, our

resources

are limited

and our

decision

to pursue

a transaction

has opportunity

costs;

accordingly, if

we pursue

a particular

transaction,

we may need

to forgo the

prospect of

entering into

other transactions

that could

help us achieve

our financial

or strategic

objectives.

Limited deposition

capacity

Our operations

are based on ultra-volume

and almost nano-gold

extraction.

The volume of reclaimed

material delivered

has one of the

most profound impacts on the gold

output of our metallurgical plants.

The large volumes of

material that are processed at our operations are

deposited on tailings facilities

which have a finite capacity. Alternative facilities

will be required to ensure adequate deposition

capacity for the

future.

Key projects

include

the development

of the

regional

tailings

storage

facility

as part

of Phase

2 FWGR

project

as well

as obtaining

regulatory

approvals for

alternative

depositioning

at Ergo

Our large projects, most notably

the development of FWGR, are

subject to schedule delays and

cost overruns, and we

may face

constraints

in financing our existing

projects or new

business opportunities,

which could render

our projects unviable

or less profitable

than

planned.

The development of our projects are capital intensive

processes carried out over long durations

and requires us to commit significant

capital expenditure

and allocate

considerable

management

resources in

utilising our

existing experience

and know-how.

Projects like

the development

of Phase 2 of the

FWGR assets acquired

from Sibanye-Stillwater

is subject to

the risk of delays

and cost

overruns which

are inherent

in any large

construction

project including,

inter alia

•

shortages

or unforeseen

increases

in the cost

of equipment,

labor and

raw

materials;

•

unforeseen

design and

engineering

problems;

•

changes in

construction

plans that

may require

new or amended

planning permissions;

•

unforeseen

construction

problems;

•

unforeseen

delays

commissioning

sections

of the project;

•

inadequate

phasing of activities;

•

labor disputes;

•

inadequate

workforce

planning or

productivity

of workforce;

•

inadequate

management

practices;

•

natural disasters

and adverse

weather conditions;

•

national work

stoppages

as a result

of infectious

deceases and

pandemics

such as COVID-19;

•

failure or

delay of third-party

service providers;

and

•

changes to

regulations,

such as environmental

regulations.

The Phase 2 definitive

feasibility

study was completed

in the 3

quarter of fiscal

year 2021, however

regulatory approval

still needs

be obtained

on the regulatory

approvals

for the submitted

amended design.

It is therefore

anticipated

that the construction

of the Regional

Storage

Facility, related

to Phase 2,

will be delayed

from fiscal

year 2022 to fiscal

year 2024.

In addition,

if the

assumptions

we make

in assessing

the viability

of our

projects,

including

those relating

to commodity

prices,

exchange

rates, interest rates, inflation

rates and

discount rates,

prove to

be incorrect or

need to

be significantly revised, this

may adversely affect

the

profitability or even

the viability of our projects.

The uncertainty and volatility

in the gold market makes it more difficult

to accurately evaluate

the project

economics

and increases

the risk that

the assumptions

underlying

our assessment

of the viability

of the project

may prove incorrect.

As the

development of FWGR is

particularly material to DRDGOLD, significant cost overruns

or adverse changes

in assumptions

affecting the

viability of

the project

could have

a material

adverse effect

on our business,

cash flows,

financial condition

and prospects.

Our operating cash flow and available banking facilities may be insufficient to meet our capital expenditure plans and requirements,

depending on the timing and cost of development of our existing projects and any further projects we may pursue. As a result, new sources of

capital may

be needed to meet

the funding requirements

of these projects

and to fund ongoing

business activities.

Our ability to

raise and service

significant

new sources

of capital

will be a

function of,

inter alia

, macroeconomic

conditions,

our credit

rating, our

gearing and

other risk

metrics,

the condition

of the financial

markets, future

gold prices,

the prospects

for our industry, our

operational

performance

and operating

cash flow and

debt position.

In the event of operating or financial

challenges, any dislocation

in financial markets

or new funding limitations,

our ability to pursue

new business

opportunities,

invest in

existing and

new projects,

fund our ongoing

business activities

and pay dividends,

could be

constrained,

any

of which could

have a material

adverse effect

on our business,

operating results

cash flows

and financial

condition.

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 rand 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 financing sources

and any such financing

may not be permitted

under the terms

of our financing arrangements,

or may not

be available

on acceptable

terms, or at

all. If we

do not generate

sufficient cash

flows or have

access to 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 meet our

working capital

requirements

may be adversely

affected.

Any interruption

in gold production at any of our two mining

operations generating

cash flows, will have an adverse

effect on the

Company.

We have two mining

operations

generating

cash flows,

namely Ergo and

FWGR.

Ergo’s

reclamation

sites,

processing

plants,

pump

stations and

the Brakpan/Withok

TSF are linked

through pipeline

infrastructure.

The Ergo plant

is currently

our major

processing

plant. FWGR’s

reclamation

site, DP2 processing

plant, pump

stations and

the Driefontein

4 Tailings Storage

Facility are

linked through

pipeline infrastructure.

Our reclamation sites, plants,

pipelines

infrastructure and the

deposition/storage facilities are exposed to

numerous risks, including

operational

down time due

to planned or

unplanned maintenance,

destruction of

infrastructure,

spillages, higher

than expected

operating costs,

lower than

expected production as

result of

decreases in

extraction efficiencies due

imbalances in

the metallurgical process

well as

inconsistent

volume throughput

or other factors.

have suffered interruptions in gold production. For example: the Group temporarily halted its operations at Ergo and FWGR on

March 26, 2020 pursuant to the

announcement of the national lockdown in South African (“

Lockdown

”). Operations gradually recommenced

through April

and May 2020 (Refer

to Item 4D. ‘‘Property, plant

and production

– Ergo Production

and FWGR production”),

and have not been

impacted by subsequent

lockdowns during

fiscal 2021,

but we remain

subject to the

risk of further

lockdowns and

other restrictions

as a result of

the continuing

COVID-19 pandemic.

Our FWGR operations

are reliant on the use to and

access of Sibanye-Stillwater’s

mining infrastructure,

related services

including the

smelting and recovery of gold

from gold loaded carbon produced at

FWGR as well

as the

use of various

rights, permits and licenses held by

Sibanye Gold

pursuant to

which FWGR

operates,

pending the

transfer

to FWGR of

those that

are transferable.

Any disruption

in the supply

of, or

our ability to

use and access

the Sibanye-Stillwater

mining infrastructure,

related services

and rights, permits

and licenses,

could have an

adverse

impact on

our operations.

Each of these conditions or other weather

conditions or other interruptions

could adversely impact

our operations which could have

material

adverse effect

on our business,

operating results

and financial

condition.

Flooding at

our discontinued

underground

operations

may cause

us to incur

liabilities

for environmental

damage.

If the rate of rise of water is not controlled,

water from our abandoned

underground mining

areas could potentially

rise and come into

contact

with naturally

occurring

underground

water or

decant into

surrounding

underground

mining areas

and could

ultimately

also rise

to surface.

Progressive flooding

these 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.

Should underground water levels

not reach a natural subterranean

equilibrium, and if underground

water rises to the surface, we may

face claims

relating

to environmental

damage.

Any such

claims

may have

a material

adverse

effect on

our business,

operating

results

and financial

condition.

An increase

in production

costs could

have an adverse

effect on our results

of operations.

An increase

in our production

costs will

impact our

results of

operations.

Production

costs are

affected by,

inter alia

•

labor stability,

productivity

and increases

in labor costs;

•

increases

in electricity

and water prices;

•

increases

in crude oil

and steel

prices;

•

changes in

regulation;

•

unforeseen

changes in

ore grades

and recoveries;

•

unexpected

changes in

the quality

or quantity

of reserves;

•

technical

production issues;

•

availability

and cost of

smelting and

refining arrangements;

•

environmental

and industrial

accidents;

•

gold theft;

•

environmental

factors; and

•

pollution.

Our production costs consist mainly of materials including reagents and steel, labor, electricity, specialized service providers,

water,

fuels, lubricants

and other oil

and petroleum-based

products. Production

costs have

in the past, and

could in the future,

increase at

rates in excess

of our annual

inflation rate

and impact

our results

of operation

and can result

in the restructuring

of these operations

at substantial

cost.

On February 28, 2021,

ERGO signed a one

year wage extension

agreement,

with organized labour,

for the period July

1, 2021 to June

30, 2022 with a 5.9% average increase

per annum across the ERGO workforce

with individual increases

ranging from 5.5%

to 7% per annum.

The transitional

arrangements

regarding wage

increases

with the workforce

at FWGR when

these employees

were incorporated

into DRDGOLD

have now come

to an end. As

a consequence,

negotiations

are currently

underway with

organized labour

at FWGR with

the intention

of trying to

reach a 3 year

wage agreement.

Increases in production

costs, if material,

will adversely

impact our results

of operations.

In addition, any initiatives

that we pursue to

reduce costs,

such as reducing

our labor force, a reduction

of the corporate

overhead, negotiating

lower price increases

for consumables

and cost

controls

may not

be successful

or sufficient

to offset

the increases

affecting

our operations

and could

adversely

affect our

business,

operating

results

and financial

condition.

Uncertainties

regarding the

impact of the

COVID-19 pandemic

on current

and future

operations

We face risks relating

to the COVID-19

pandemic and

measures taken

to address

the outbreak.

The Group temporarily halted

its operations at Ergo and FWGR on March 26, 2020 pursuant to the announcement

of the Lockdown.

Operations

gradually

recommenced

through

April

and May

2020 (Refer

to Item

4D. ‘‘Property,

plant

and production

– Ergo

Production

and FWGR

production”) and have not been impacted by subsequent lockdowns

during fiscal 2021.

We remain subject to the

risk of further lock-downs or

other restrictions

to our operations

and we also

face the risk

of disruptions

to our suppliers'

operations.

The table

below outlines

the number

of COVID-19

tests conducted,

the number

of COVID-19

positive

cases and

the COVID-19

fatalities

suffered by our

workforce:

COVID statistics

Ergo

FWGR

Corporate office

Consolidated

Number of tests conducted

576

176

755

Number positive cases

142

179

Fatalities

The risk related

to the impact of the COVID-19

pandemic is not isolated

to health and safety

for our employees

and disruptions to

our

operations, but has manifested as a risk in terms of

social stability as well as economic activity and growth both in South

Africa and globally.

While

we have

implemented

programs

to address

the risk

of COVID-19

infections

at our

operations,

the COVID-19

pandemic

may have

numerous

other consequences,

including adverse

impacts on our supply

chain and availability

of materials

used in our operations.

The risks associated

with

an anticipated “new

wave” of infection remain

highly uncertain

and could lead to increased

employee infection

risk decreasing productivity

and

could result

in further

restrictive

national lockdowns,

which could

lead to disruptions

in our business

operations.

We have benefitted

from the increase

in dollar gold

prices and

weakening of the

rand/dollar

exchange rate

driven at least

in part by the

impact of

the COVID-19

pandemic.

Dollar gold

prices may

decrease and

the rand/dollar

exchange rate

may strengthen

as the global

impact of

the

COVID-19 pandemic

is alleviated.

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 have

the potential to impact the environment, including land,

habitat, streams and environment

near the mining sites. Failure to comply with environmental

laws or 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 of compliance,

resulting in

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 Provision for

Environmental Rehabilitation at a

net present

value of

R570.8 million which is

included in

our

statement of

financial position

June

30,

2021

(Refer

Item

18.

‘‘Financial

Statements -

Note

–

Provision

for

environmental

rehabilitation”).

However, the ultimate amount of rehabilitation costs may in the future exceed the current estimates due to factors beyond our

control, such

as changing

legislation, higher than

expected cost

increases, or

unidentified rehabilitation costs. We

fund 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 our

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 prosecution,

litigation

and potentially

significant

liabilities.

Damage to

tailings dams

and excessive

maintenance

and rehabilitation

costs could

result in

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, breach

or damage 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 seismic events, any of which could

force us to stop

or limit operations. In addition, the dams could

overflow or a side wall

could

collapse and the health

and safety of our employees and

communities living

around these dams could

be jeopardized. In the event

of damage to

our tailings facilities, 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 and regulation

of those risks.

Gold mining

is exposed

numerous risks

and events,

the occurrence

which may

result in

the death

of, or

personal injury,

employees.

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. Health

and

safety incidents

could lead to mine operations

being halted and that will

increase our unit production

costs, which 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

insure or are

not insured, including those in

respect of past mining activities. Our existing property,

business interruption and other insurance

contains certain

exclusions and

limitations on coverage.

The insured value for property

and loss of profits

due to business interruption

is R11.35

billion, with a total

loss limit of R650 million

for the 2022 fiscal

year. Business interruption

is only covered from

the time the loss occurs

and is

subject to time

and amount deductibles

that vary between

categories.

To cover legal liability

to third parties

for damage, injury, illness

or death a

total of R1.5

billion insurance

cover is in

place for

the 2020 fiscal

year,

subject to

certain exclusions

and limitations

on coverage.

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, this

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 the positions

of Chief Executive Officer

and 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, 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.

We are subject to

operational

risks

associated

with our flotation

and fine-grind

(FFG) project.

Our flotation

and fine-grind

project, implemented

in fiscal

year 2014, is

designed to

improve extraction

efficiencies.

Certain

components

of the FFG

were temporarily

halted in

the first

quarter

of fiscal

year 2020

to perform

an evaluation

and compare

the

additional revenues earned from additional gold extracted

from the most recently integrated reclamation sites compared to the cost incurred to

operate the FFG circuit.

The remaining components

of the FFG continue to operate.

Testing on the newly integrated material

has suggested that

some of these

halted components

will only operate

in subsequent

years once the

related reclamation

sites have

been brought

online in accordance

with the current life of mine plan for ERGO. These halted components

are classified as idle assets until

they are brought back into operation

described.

The

success of

the

FFG is

directly dependent

the

material type

and

material mix

processed through

it.

Therefore, the

halted

components will

remain idle

pending the continuation

and conclusion

of various test

work regarding

the material

type and material

mix of future

reclamation

sites.

Firm decisions

have also

not yet

been made

by the executive

committee

and the

Board of

Directors

on the

future of

the FFG.

remain subject

to operations

risks relating

to the FFG

project.

A disruption

in our information

technology

systems, including

incidents

related to

cyber security,

could adversely

affect our

business

operations.

rely

the

accuracy,

availability and

security

our

information technology

systems. Despite

the

measures

that

have

implemented,

including

those

to cyber

security, our

systems

could be

breached

or damaged

by computer

viruses

and systems

attacks,

natural

or man-made

incidents,

disasters

or unauthorized

physical or

electronic

access.

Any system

failure, accident or

security breach could

result in

business disruption, theft

of our

intellectual property, trade

secrets

(including

our proprietary

technology),

unauthorized

access to,

or disclosure

of, personnel

or supplier

information,

corruption

of our data

or of our

systems,

reputational

damage

or litigation.

We may also

be required

to incur

significant

cost to

protect

against

or repair

the damage

caused

by these

disruptions or

security breaches in

the future,

including, for

example, rebuilding internal

systems, implementing additional threat

protection

measures, defending

against litigation,

responding to regulatory

inquiries or

actions, paying

damages, or taking

other remedial

steps with respect

to third parties.

These threats

are constantly

evolving,

thereby

increasing

the difficulty

of successfully

defending

against

them or

implementing

adequate

preventative

measures and

we remain

subject to

additional

known or unknown

threats.

In some instances,

we may be

unaware of

an incident

or its

magnitude and effects. We

may be

susceptible to new and emerging

risks,

including cyber-attacks and phishing, in the evolving landscape of

cybersecurity

threats. Given

the increasing

sophistication

and evolving

nature of

these threats,

DRDGOLD cannot

rule out the

possibility

of them

occurring in the future. An extended

failure of critical system

components, caused by accidental,

or malicious actions, including

those resulting

from a cyber

security attack,

could result

in a significant

environmental

incident, commercial

loss or interruption

to operations.

In addition,

from

time

to time,

we implement

updates

to our

information

technology

systems

and software,

which

can disrupt

or shutdown

our information

technology

systems.

Information

technology

system disruptions,

if not

appropriately

addressed

or mitigated,

could have

a material

adverse effect

on our operations.

Risks related

to the gold

mining industry

A change in

the dollar

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:

•

a significant

amount of above-ground

gold in the

world that

is used for

trading by investors;

•

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;

•

international

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.

During fiscal year 2021 the

gold price reached a

high of

U$2,072 per ounce and

a low

of U$1,676.

benefited from a sustained

upswing in

gold price

in the

first quarter,

and in

the fourth

quarter, following

the global

response

to the

COVID-19

pandemic,

the gold

price surged

further to

all-time highs.

Investors globally, as they have in so many previous times

of crisis, turned to gold and gold stocks as a safe haven asset,

leading to a

surge in the

average gold

price during

fiscal 2020

and fiscal

2021. The rand/dollar

exchange rate

remained volatile

throughout fiscal

2021 mainly

as a result of economic

uncertainty and perceived

political instability,

global market

slowdown sentiment,

tensions between

the USA and China,

low economic growth,

and a seemingly terminally

distressed Eskom.

Further volatility

in the Rand was fueled by Moody’s downgrade

of South

Africa’s sovereign credit

rating to

sub-investment grade as

a result

of “continuing deterioration in

fiscal strength and

structurally very weak

economic growth.”

COVID-19 (or

an alleviation

of the pandemic)

or other factors

mentioned above

could put negative

pressure on

the price of

gold or the

USD –

rand exchange

rate in

the future.

Our profitability

may be

negatively

impacted

by a

decline

in the

gold price

as we

incur losses

when revenue

from gold sales

drops below

the cost of

production for

an extended

period.

The

exploration

mineral

properties

highly

speculative

nature,

involves

substantial

expenditures,

and

frequently

unproductive.

Exploration is highly speculative

in nature and requires

substantial expenditure for drilling,

sampling and analysis of

ore bodies to

quantify the extent of the gold reserve. Many gold

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

the deposit

contains economically

recoverable mineralization.

Uncertainties as

to the

metallurgical recovery

of any

gold

discovered may not warrant mining based on available technology.

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. Our business focuses

mainly on the extraction of gold from tailings, which

is a

volume driven

exercise. Only

significant deposits

within proximity

of services

and infrastructure

that contain

adequate gold

content to

justify the significant capital investment associated with plant,

reclamation and deposition infrastructure are suitable for exploitation

in terms

of our model. There is a limited supply of these deposits which may inhibit exploration and developments,

especially in a declining gold price

environment.

Because 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 operations. The costs incurred on exploration activities that do

not identify commercially exploitable reserves of gold are not likely to be recovered and therefore are likely to be impaired.

There is inherent uncertainty in 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

accordance

with

the

requirements

Industry

Guide

the

SEC.

These

estimates

may

not

reflect

actual

reserves

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 reserve

estimates to

decline. Moreover,

if the rand price

of gold declines,

or stabilizes

at a price

that is lower

than recent

levels,

or those assumed

in our mining

plans,

or if our

labor, water, steel,

electricity

and other

production

costs increase

or recovery

rates decrease,

it may become

uneconomical

to recover

Ore

Reserves,

particularly

those 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 ability

to reclaim our Ore Reserves,

at the required rate,

such as an interruption

reduction in

the supply of

electricity

or a shortage

of water may

have the effect

that we are unable

to achieve critical

mass, which may

render the

recovery of

Ore Reserve,

or parts of the

Ore Reserve

no longer feasible,

which could

negatively

affect production

rate and costs

and decrease

our

profitability during any given period. Estimates

of reserves are based on drilling results and because unforeseen conditions may occur in these

mine

dumps that

may not

have been

identified

by the drilling

results,

the actual

results may

vary from

the initial

estimates.

These factors have and

could result in reductions in our Ore Reserve estimates and as a result, our production, which could in turn adversely impact 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

and reclamation

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:

●

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 or

lower than

expected gold

recovery;

●

failure of

unproven or evolving

technologies;

●

mechanical

failure or breakdowns

and ageing

infrastructure;

●

energy and electrical

power supply

interruptions;

●

availability

of water;

●

injuries to

employees

or fatalities

due to falls

from heights

and accidents

relating to

mobile machinery

or electrocution

or other causes;

●

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,

result in losses, or increase

production costs or decrease

earnings and

may result

in significant

legal claims

and adversely

impact our

business results

of operations

and financial

condition.

Risks related

to doing business

in South Africa

Political or

economic

instability

in South Africa

may reduce

our production

and profitability.

We are incorporated

in South

Africa

and all

our operations

are currently

in South

Africa.

As a

result,

political

and economic

risks relating

to South Africa could have a significant

effect on 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

most 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 may

impede fixed

inward investment

into South

Africa and

increase emigration

of skilled

workers and

as a result,

we may have

difficulties

retaining qualified

employees.

The COVID-19

pandemic has

increased the

risk of

social unrest

our surrounding communities already

created from

a growing

frustration of society

at large on slow reformative

action being taken

by all spheres of the

South African

government,

in particular, in combating

high unemployment

particularly

in the youth

of the country. Unemployment

rates in South

Africa reached

an all-time

high of 34.4%

in June 2021

due in part, to South Africa’s COVID-19 related economic downturn.

This frustration was a contributing

factor that led to social unrest, people

committing crimes, vandalising property,

and damaging

infrastructure around our

operations during July

2021. There

is no

assurance that

prolonged economic

downturn will

not result in

an extended

period of high

unemployment,

further exacerbating

anti-mining sentiments

in South

Africa. Furthermore,

the rise of

ESG factors

in investment

decisions may

result in divestment

in the mining

sector.

Inflation can

adversely

affect us.

The inflation rate in South Africa is relatively high compared to developed,

industrialized

countries. As of June 30, 2021, the annual

Consumer Price Inflation Index (“

CPI

”),

stood at 4.9%

compared to 2.2%

in June 2020

and 4.5%

in June 2019.

Annual CPI was 5.0%

as at

September 30, 2021.

Inflation in South

Africa generally

results

in an increase in our rand

operational

costs, unless

such inflation is

accompanied

by a concurrent devaluation of the rand against

the dollar or an increase in the dollar price of gold. Higher and sustained

inflation in the future,

with a consequent increase

in operational costs could have

a material adverse effect

on our results of operations

and our financial condition

and

could result

in operations

being discontinued

or reduced

or rationalized,

which could

reduce our

profitability.

The treatment of

occupational health diseases and

the potential liabilities related

to occupational health

diseases may have

adverse effect

on the results

of our operations

and our financial

condition.

We may be subject

to claims

relating to occupational

health diseases

and we are

currently

subject to

legal action

described below.

In January 2013, DRDGOLD, East Rand Proprietary Mines Limited (“

DRDGOLD Respondents

”) and 23

other mining companies

(“

Other Respondents

”) (collectively

referred

to as "

Respondents

") were

served with

a court

application

issued in

the High

Court of

South Africa

for

class certification

behalf of

former mineworkers

and

dependents of

deceased mineworkers

(“

Applicants

”).

the

application the

Applicants allege

that

the

Respondents conducted

underground mining

operations in

negligent and

complicit manner

causing the

former

mineworkers to contract

occupational lung diseases.

The Applicants have as yet not quantified

the amounts which they are demanding

from the

Respondents

in damages.

On May

3, 2018, former mineworkers and dependents of

deceased mineworkers (“

Applicants

”) and

Anglo American South Africa

Limited,

AngloGold

Ashanti

Limited,

Sibanye

Gold Limited

trading as

Sibanye-Stillwater,

Harmony Gold

Mining Company

Limited,

Gold Fields

Limited, African Rainbow Minerals Limited and certain of their affiliates (“

Settling Companies

”) settled the class certification application in

which the Applicants

in each sought to certify

class actions against

gold mining houses

cited therein on behalf

of mineworkers who

had worked

for any of

the particular

respondents

and who suffer

from any occupational

lung disease,

including silicosis

or tuberculosis.

The DRDGOLD

Respondents,

are not a

party to the

settlement

between the

Applicants

and Settling

Companies.

The dispute,

insofar as

the class certification

application

and appeal

thereof is concerned,

still stands

and has not

terminated

in light of the

settlement

agreement (refer to

Item 18. “Financial

Statements

- Note 26 – Contingencies”).

An adverse judgment in the claim described above or any other claim could have an adverse impact on us.

We have experienced

an increase

in organised

crime activities

which have

started to

target gold

plants.

In October

2019, a number

of companies,

including our

Knights and

Ergo plants,

were subject

to armed attacks

targeting the

gold in the

plants or high-grade

gold bearing material.

These incidents were

very well organised and

in all the incidents the

thieves were armed.

In some of

the incidents

employees

of companies

were also held

hostage until

the targeted

material was

obtained. In

the 2019 incident,

a security

officer was

fatally injured.

Any such incidents have

and may

still result in losses

of gold

or other damage which

could have a

material adverse impact on our

business,

financial

results or

condition.

Theft at our

sites, particularly

of copper, may result

in greater

risks to employees

or interruptions

in production.

Crime statistics

in South Africa

indicate an

increase

in theft.

This together

with price

increases

for copper

has resulted

in 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.

Power stoppages

or shortages

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 insufficient generating

capacity, owing to poor maintenance and lagging capital

infrastructure

investment, South Africa has faced significant

disruptions

in electricity

supply in

the past

and Eskom

has warned

that the

country could

continue to

face disruptions

in electrical

power supply

the foreseeable

future.

The security

of future

power supply

as well

as the

cost thereof

remains a

risk and

may have

major implications

for our

operations,

which

may result in

significant production losses.

The country’s

current reserve capacity may be

insufficient and the

risk of

electricity stoppages is

expected to continue for the foreseeable

future. Supply interruptions

because of this as well as an aging and poorly maintained distribution

grid

may pose a

significant

risk to the

operations.

The group has a load-curtailment agreement in place with Eskom in terms of which we

reduce power consumption by between 10%

and 20% when the grid is under pressure, but Eskom maintains uninterrupted power supply to the operations.

The National

Energy Regulator

of South

Africa

(“

NERSA

”) initially

approved

an average

tariff increase

of 5.2%

average

effective

April

1, 2021.

In July 2020,

the High

Court of

South Africa

ordered that

the average

tariff for

April 1,

2021 be increased

by a further

9.8%. NERSA

has

applied for leave to appeal

this ruling. These increases

have had an adverse effect on our production

costs and similar or higher

future increases

could have

a material

adverse effect

on our operating

results and

financial condition.

Subsequently, several

notable developments

have occurred:

●

The South African government provided Eskom with an additional R69 billion bailout over a three-year period, from 2019 to

2021.

Eskom subsequently

challenged the

multi-year price

determination (MYPD), Regulatory

Clearing Account

(RCA) and

NERSA’s

treatment of

the bailout as a

tariff subsidy in

South African

court. On July

28, 2020, the

South African

court ruled in

favour of Eskom,

allowing the

company to

recover the

additional

R69 billion

in a phased

manner through

future tariff

increases.

The revenue

recovery of

R10 billion

(of the

R69 billion)

would occur

for the

2021 to

2022 year.

The remaining

R59 billion

revenue

recovery

would occur

outside

the MYPD

period,

likely

in the

2022 to

2023 year

and 2023

to 2024

year. Having

accepted

the decision

on the

merits

of the

case, NERSA

appealed the

remedy.

●

NERSA has additionally allowed

the revenue recovery of R6.6 billion

in the 2021 to 2022 year (half of NERSA’s determination of a

R13.3 billion RCA amount for the period from

2018 to 2019), instead of the

R27.3 billion amount that Eskom had applied for.

The

remaining half

will be recovered

in the 2022 to

2023 year.

●

Additionally, in June

2020, Eskom

succeeded in

obtaining a judgment

to recover a

portion of the

additional shortfall

of R35 billion

for

the periods from 2014 to

2015, 2015 to 2016

and 2016 to 2017,

where NERSA had initially determined the RCA amount for

those

periods to be

R32 billion when

Eskom had applied

for an amount of

R67 billion. Approximately

R4.7 billion of

the determination

will

be liquidated

in the 2021

to 2022 year.

Combined, these

outcomes will

impact the

tariff increase

implemented on

1 April 2021,

which resulted

in an increase

of approximately

15%, instead of the initially

previously approved

5.2% increase. As a result

of the judgments rendered

in favour of Eskom, and the potential

for

further RCA

applications,

it is likely

that Eskom’s electricity

tariffs will

increase above-inflation

in the future.

In February

2019, the

President of

South Africa

announced the

vertical unbundling of

Eskom. While

full state

ownership will

maintained, the unbundling is expected to result in the

separation of Eskom’s generation, transmission and distribution functions into separate

entities,

which may require

legislative

and/or policy

reform. The

unbundling

is currently

underway

and is expected

to be completed

by December

2021 for the

legal separation

of the transmission

function, and

December 2022

for the generation

and distribution

functions.

Poor reliability

of the

supply of electricity and instability

in prices through the unbundling process

is expected to continue. Eskom’s coal fired power plants have not

performed

well for

a number

of years,

with national

rotational

power cuts

(load shedding)

having been

implemented

intermittently

through the

last

number of

fiscal

years.

Should we

experience

further

power tariff

increases,

its business

operating

results and

financial

condition

may be

adversely

impacted.

Ergo

currently

disputing

the

electricity

tariff

charged

Ekurhuleni

Metropolitan

Municipality

(refer

Item 18.

“Financial

Statements

- Note 24 –

Payments made

under protest”).

Risks related

to climate

change

Extreme weather

Our

operations are

also

exposed to

severe weather

events that

could

interrupt production. Major

property,

infrastructure and/or

environmental damage

as well as loss of human life could be caused by extreme weather events.

Extreme weather conditions

such as droughts,

extreme

rainfall

and high

wind volumes

are on

the increase.

Specifically,

the increase

in intensity

of events,

such as

thunderstorms

on the

Highveld,

where our operations are situated.

It is believed that the long-term upward

trend in global temperature

is directly correlated

with the increase in

global severe

weather events

both in terms

of magnitude

and frequency.

For example,

dry weather

conditions

have prompted

level 2

water restrictions

on residential

water users

in the Johannesburg

area. These

water restrictions remain in place as at September 30, 2021.

Severe thunderstorms

and high winds,

especially during the summer rainy season,

may also cause damage to

operation infrastructure that may in turn cause an

interruption in the production of gold.

Such incidents and other

weather

events

may damage

the facility

and

may result

in water

shortages

which can

impact our

operations

and cause

the interruption

of deposition

and gold production

until the

facility is

repaired

or alternative

deposition is

brought online.

Scarcity

of water may

negatively

affect our

operations.

South Africa faces water shortages, 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.

DRDGOLD invested R22 million in the construction

of a filtration plant at the Rondebult Waste Water

Works (operated by the East

Rand Water Care Company) to

treat sewage water to reduce the use of

potable water. This water is used

both to reclaim and carry production

materials and

also,

ultimately,

irrigate rehabilitation

vegetation at

significantly lower

cost

than

that

potable

water.

The

plant

was

commissioned in early fiscal

year 2016 and has design capacity to provide Ergo with 10 Mega Litres (“

”) a day from the Rondebult sewage

treatment facility.

However, due to the deterioration

of the local government

authorities’ infrastructure,

the expected quantity

of sewerage is not

reaching the

treatment

facility and

as a result

Ergo is still

not able to

extract

the full design

capacity

of 10 Ml of

water a

day.

It is not

certain if

and

when the flow

of sewerage

will reach

expected levels.

These measures may not be sufficient to alleviate the water scarcity issues we face.

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

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 discretionary and

unpredictable on

certain issues, including

changes in conditions

for the issuance

of licenses insofar

as social and

labor plans are

concerned,

transformation of

the workplace, 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. A

change in regulatory or government

policies could adversely affect our

business.

Mining royalties

and other

tax reform

could have

an adverse

effect on the

business,

operating results

and financial

condition

of our

operations.

The

Mineral

and

Petroleum

Resources

Royalty

Act,

No.28

2008

and

the

Mineral

and

Petroleum

Resources

Royalty

Act

(Administration),

No.29 of 2008

govern royalty

rates for

gold mining

in South Africa.

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 taxed

entity. 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

the

Mineral

and

Petroleum

Resources

Development

Act

(“

MPRDA

”) fall outside the ambit of

this royalty and consequently the Company does not pay any royalty on any

dumps created prior to the

MPRDA. Introduction

of further

revenue

based royalties

or any adverse

future tax

reforms

could have

an adverse

effect on

our business,

operating

results and

financial

condition.

Failure to comply with the requirements

of the Broad Based Socio-Economic Empowerment

Charter 2018 could have an adverse

effect on our

business,

operating results

and financial

condition of

our operations.

In April

2018, judgment

was handed

down by the

North Gauteng

High Court

in Pretoria

against a

provision in

the 2010 Mining

Charter

regarding

the “once

empowered

always

empowered”

principle.”

This principle

refers

to whether

a mining

company, after

the exit

of a

Black

partner

that held a

stake in the

company consequent

to a result

of a Black

Economic Empowerment

(“

BEE

”) transaction,

continues to

be BEE compliant.

The judgment

was appealed

by the DMRE.

The DMRE

in August

2020, withdrew

their notice

to appeal

to the

Supreme

Court of

Appeal in

respect

of the judgment

issued in

April 2018

by the Pretoria

High Court.

On September

27, 2018

the Broad-Based

Socio-Economic

Empowerment

Charter

for the

Mining and

Minerals

Industry, 2018

(“

Mining

Charter 2018

”) was

published in

Government Gazette No.

41934 of

Government Notice No.

639 on

September 27,

2018 superseding and

replacing all previous

charters, including

the Reviewed Broad-Based

Black Economic Empowerment

Charter for the South African

Mining and

Minerals

Industry, 2016 (“

Mining Charter

III

”).

Mining Charter

2018 requires,

inter alia

, an enduring

30% BEE

interest

in respect

of new mining

rights.

It also

has extensive

provisions

respect

Historically Disadvantaged

Persons

(“

HDP

”)

representation at

board

and

management, as

well

provisions

relating

local

procurement

of goods and

services.

The procurement

target of the

total spend

on services

from South

African companies

has been pegged

at 80%

(up from 70%

in Mining

Charter III)

and 60% of

the aggregate

spend thereof

must be apportioned

to BEE entrepreneurs.

In March 2019,

the Mineral

Council of

South Africa

brought an application

in the High

Court, Pretoria

for a judicial

review and

setting aside

of certain

provisions in

Mining Charter

2018.

In June

2020, the

High Court

ordered

the Minerals

Council

to join

parties

representing

communities,

trade unions

and BEE

entrepreneurs

as a prerequisite

to the continuation

of the lawsuit,

as they have

a direct and

substantial

interest in

the outcome

of the litigation.

On September

21, 2021,

the High

Court of

South Africa

ruled that

the Mining

Charter

2018 is

not binding

subordinate

legislation

but an

instrument of policy. This ruling affirmed that the Minister

of Mineral Resources and Energy (“

MRE Minister

”) was not entitled to make law

through the

Mining Charter

2018 to require

30% HDP ownership

for the renewal

of existing

mining rights.

DRDGOLD cannot guarantee

that it will meet all the targets set out by the Mining Charter 2018. For example,

if the Mining Charter

2018 were

to remain

in its current

form, there

is no assurance

that the goods,

services

and supplies

in South Africa

would be sufficient

to allow us

meet the

targets.

More specifically,

DRDGOLD may

not

able to

meet the

requirement that 80%.

of total

mining goods

and services

procurement spend be on South African-manufactured

goods due to an insufficient number of suppliers in South Africa

with heavy equipment.

DRDGOLD may be required to increase participation by HDP in senior positions and allocate additional resources

for the development of the

mine community, human resources,

sustainability, procurement

and enterprise. DRDGOLD

may also be required to make further adjustment

the ownership

structure of

its South African

mining assets,

including increasing

the ownership

of HDP, in order to meet

the Mining Charter

2018

requirements.

Any such additional

measures could

have a material

adverse effect

on our business,

operating results

and/or financial

condition.

In addition,

if we are

unable to

obtain sufficient

representation

of HDP at

the board

level and

in management

positions

or if there

are not

sufficient succession

plans in place, this could have a material adverse

effect on our business (including resulting

in the imposition of fines and

having

negative effect

production levels),

operating results

and

financial position.

relation

this,

the

mining

industry,

including

DRDGOLD, continues

to experience a global shortage of qualified senior

management and technically

skilled employees.

DRDGOLD may be

unable to hire

or retain appropriate

senior management,

technically

skilled employees

or other management

personnel, or

may have to

pay higher

levels of

remuneration

than it currently

intends in

order to do

so.

Also, there is no

guarantee that

any steps DRDGOLD has

already taken or

might take in

the future will

ensure the retention

of its

existing mining rights, the successful renewal of its existing mining rights, the granting of applications for

new mining rights or that the terms

of renewals of its mining

rights would not be significantly less favourable

than the terms of its current

mining rights. Any further adjustment

the

ownership

structure of

DRDGOLD’s South

African mining

assets in

order

meet the

abovementioned

requirements

could have

material adverse effect on the value of DRDGOLD’s securities

Refer to

Item 4B.

Business

Overview –

Governmental

regulations

and their

effect on

our business

–

The Broad

Based Socio-Economic

Empowerment

Charter.

Government

policies in

South Africa

may adversely

impact our operations

and profits

related to

financial

provisioning

for

rehabilitation.

An amendment to the MPRDA was first proposed in 2013. The amendment bill, if implemented, would have had a material adverse

impact

on the Group's

estimated

financial

provisions

for environmental

remediation

and management

due to

the proposed

inclusion

of historic

and

old mine dumps

in the definition

of “residue

stockpiles”

as well as the

extension of

the liability

for rehabilitation

beyond the

issuance

of a closure

certificate and the requirement to maintain financial provision for

closed sites within a

period of 20

years after a

site is

closed. The MPRDA

Amendment Bill

was withdrawn

in August 2018

by the MRE Minister,

citing, amongst

other things,

the adequacy

of the current

MPRDA to deal

with all regulatory

matter pertaining

to the mining

and petroleum

industries.

Revised

Financial Provisioning

Regulations (“

FPR

”)

were

published on

November 20,

2015

under

the

National

Environmental

Management Act, 107 of 1998 (“

NEMA

”) and became effective from the date of publication thereof. Proposed

amendments to the FPRs were

published

for public

comment

GNR 1228

GG 41236

of November

10, 2017

(“

Draft

Regulations

”), which

seek

to address

some challenges

relating

to the implementation

thereof. Under

these FRPs to

be implemented

by the DMRE,

existing environmental

rehabilitation

trust funds

may only be

used for post

closure activities

and may no

longer be utilised

for their

intended purpose

of concurrent

and final rehabilitation

and closure.

Several further proposed amendments to

the FPRs,

(“

Proposed Amendments

”) were

published subsequently. The

latest Proposed

Amendments

were published

in August

2021 which,

inter alia

, extends

the compliance

with these

regulations

to three

months following

the fiscal

year end June

30, 2022.

The Proposed Amendments,

in their current form and which are still subject

to the approval of the DMRE and Treasury, allow under

certain circumstances for the withdrawal against financial

provision (which is currently not contemplated in the FPR). It is

therefore uncertain

whether these

provisions relating

to withdrawal

will remain

in their current

form, or at

all.

See discussion

4.B. Business

Overview –

Governmental regulations and their

effect on

our business

–

Financial Provision for

Rehabilitation.

The implementation

of Carbon Tax effective

from June

1, 2019 may

have a direct

or indirect

material adverse

effect on our

business,

operating results

and financial

condition.

The Carbon Tax Act No

15 of 2019, or the

CTA, came into effect from

June 1, 2019. The

CTA is based on the polluter-pays-principle

and will be implemented across

phases. The first phase will run from June 1, 2019 to December

31, 2022 and is applicable to scope 1 emitters.

The First phase did not have a

material financial impact. The second phase will be implemented from January 1, 2023 to December 31, 2030.

During the

first

phase,

tax-free

emission

allowances

ranging

from 60

per cent

to 95

per cent

are available

to emitters

in this

first

phase.

This includes

a basic

tax-free

allowance

of 60

per cent

for all

activities,

a 10

per cent

process

and fugitive

emissions

allowance,

a maximum

10 per

cent allowance

for companies that use

carbon offsets to reduce their

tax liability, a

performance allowance of up to

5 per

cent for companies that reduce

the

emissions

intensity of

their activities,

a 5 per cent

carbon budget

allowance

for complying

with the reporting

requirements

and a maximum

10 per

cent allowance

for trade

exposed sectors.

The South African

government

indicated

that a review

of the impact

of the carbon

tax will

be conducted

before the second phase of the South African

Carbon Tax Act is implemented. The carbon tax has not had an impact on the price of electricity.

However, should

Eskom be

required

to pass

on the cost

of the tax

from its

emissions

to its customers,

electricity

tariffs may

rise significantly.

This

may also

affect the

electricity

prices charged

to our

suppliers

who may

pass on

the tax

to us increasing

the price

of goods

and services

we consume

in our operation.

Regulations detailing

the tax-free emission allowances

during the second phase have not been published

to date. The second phase of

implementation of the

Carbon Tax

may have

a material

direct and/or indirect

adverse effect on

our business, operating

results and

financial

condition if the tax-free emission allowances

are significantly reduced or the scope of implementation

of the CTA

is significantly increased.

addition, the

potential increases

in costs resulting

from suppliers

passing through

their Carbon

Tax exposure to

the Company

may have a

direct or

indirect

material adverse

effect on our

business,

operating results

and financial

condition.

Ring-fencing

of unredeemed

capital

expenditure

for South

African

mining

tax purposes

could

have

an adverse

effect on

the business,

operating results

and financial

condition of

our operations.

The Income Tax Act No 58 of 1962,

or the ITA, contains certain

ring-fencing

provisions in

section 36 specifically

relating to different

mines

regarding

the deduction

of certain

capital

expenditure

and the

carry

over to

subsequent

years.

After the

restructuring

of the

surface

operations,

effective July 1, 2012,

Ergo is treated as

one taxpaying operation

pursuant to the

relevant ring-fencing

legislation.

It is expected that

FWGR will

also be

treated as

one taxpaying

operation

pursuant to

the relevant

ring-fencing

legislation.

In the event

that we

are unsuccessful

in confirming

our

position or should

the South African

Revenue Service

have a different interpretation

of section 36 of the ITA, it could have

an adverse effect on

our business,

operating results

and financial

condition.

Draft amendments

to the

ITA regarding

claiming

accelerated

capital expenditure

allowances

for South

African

mining tax

purposes

could have

an adverse

effect on the

business,

operating results

and financial

condition

of our operations.

The National Treasury

has proposed a prospective

amendment to the

preamble of section

15 of the ITA to limit the accelerated

capital

expenditure

allowances

applicable

to taxpayers

conducting

mining

operations

to only

those

taxpayers

that hold

“

a mining

right

as defined

in section

1 of the Mineral

and Petroleum

Resources Development

Act in respect of

the mine where

those mining

operations

are carried

”. In addition,

relation

to section

36 of

the ITA, the

National

Treasury has

proposed

an amendment

to the

heading

in order

to limit

the application

of the

provisions

in respect

of the calculation

of the redemption

allowance

and balance

of unredeemed

capital

expenditure,

to certain

mining operations.

DRDGOLD, as a surface miner, conducts mining

operations for its own benefit (i.e.

it is not a contract miner) but DRDGOLD is not

required to hold

a mining right

in terms of the

MPRDA.

The proposed requirement

by the ITA to require a miner

to hold a mining

right in terms

of the MPRDA

will preclude

DRDGOLD from

claiming accelerated

capital expenditure

allowances

in terms

of sections

15 and 36 of

the ITA.

If these proposed amendments are adopted, it will accelerate

cash outflows resulting from current

tax expenditure.

This could have a

material adverse

effect on our

cash flows,

operations,

capital investment

decisions

and financial

condition.

Assessment

of unredeemed

capital expenditure

by the South

African Revenue

Service could

have an adverse

effect on the business,

operating results

and financial

condition of

our operations.

The South African

Revenue Service

(“

SARS

”) assessed capital

expenditure when

it is redeemed

against taxable

mining income rather

than when

it is

incurred.

A different

interpretation

by SARS

could have

an adverse

effect 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

are significant

for Ergo, constituting

19% of Ergo’s

production

costs for

fiscal year

2021 (2020:

22%). As

of June

30, 2021,

our Ergo operations

provided full-time

employment

for 771 employees

while our main

service providers

deployed an

additional

1,495 employees

to our operations,

of whom approximately

82% are members

of trade unions

or employee

associations.

Labor costs

are significant

for FWGR, constituting

20% of FWGR’s production

costs for fiscal

year 2021 (2020:

22%). As of June

30,

2021, our FWGR

operations provided full-time employment for 154 employees while our

main service providers deployed an additional 343

employees to our operations,

of whom approximately

93% 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.

We are also susceptible to strikes by

workers from

time to time,

which result

in disruptions

to our 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

could affect

production.

During December 2018 to April 2019 there was strike action by staff

at the Sibanye-Stillwater gold mines adjacent to FWGR.

Such

events at

our operations

or at our reclamation

sites could

have an adverse

effect on our

business,

operating results

and financial

condition.

We use a

third

party service

provider

for the

management

of our

reclamation

sites

as well

as on

our Brakpan/Withok

TSF and

Driefontein

4 TSF.

Any labor

unrest or other

significant

issue at

this third

party service

provider may

impact the

operation of

this facility.

Strike action and

intimidation at mining

operations adjacent to our

FWGR mining operations

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 South Africa, the Republic of

Namibia, and the

Kingdoms of Lesotho

and Eswatini, known

collectively as the

Common Monetary Area

(the “

CMA

”). 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 the 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,

South African

companies remain

subject to

restrictions on their ability to deploy capital outside of the CMA and it is difficult to predict whether such relaxation of controls will

continue

the

future.

result,

DRDGOLD’s

ability

raise

and deploy

capital

outside

the

CMA

restricted.

These

restrictions

could

hinder

DRDGOLD’s

financial

and

strategic

flexibility,

particularly

its

ability

fund

acquisitions,

capital

expenditures

and

exploration

projects

outside South Africa. For further information see Item 10D. Exchange Controls.

could be adversely affected

by violations of

the U.S. Foreign Corrupt

Practices Act and

similar anti-bribery laws outside

the United States.

The U.S. Foreign

Corrupt Practices

Act, or the FCPA, and similar

anti-bribery laws

in other jurisdictions

generally prohibit

companies

and their

intermediaries

from

making improper

payments

to government

officials

or other

persons

for the

purpose

of obtaining

or retaining

business.

This includes

aggressive

investigations

and enforcement

proceedings

by both the

U.S. Department

of Justice

and the SEC,

increased

enforcement

activity by

non-

U.S. regulators,

and increases

in criminal

and civil proceedings

brought against

companies

and individuals.

Our policies

mandate

compliance

with the FCPA and other applicable

anti-bribery laws.

Our internal control

policies and procedures

may not protect us from

reckless

or criminal

acts committed

by our employees,

the employees

of any of

our businesses,

or third

party intermediaries.

In the event

that we

believe or

have reason to believe that our employees or agents have

or may have violated applicable anti-corruption

laws, including the FCPA, we would

investigate or have outside

counsel investigate the relevant facts and

circumstances, which can be expensive and

require significant time and

attention

from senior

management.

Violations of

these laws

may result

in criminal

or civil

sanctions,

inability

to do

business

with existing

or future

business partners

(either as a result of express prohibitions

or to avoid the appearance of impropriety),

injunctions against

future conduct, profit

disgorgements,

disqualifications

from directly

or indirectly

engaging in

certain

types of

businesses,

the loss of

business

permits,

reputational

harm

or other restrictions

which could

disrupt our

business and

have a material

adverse effect

on our business,

financial

condition, results

of operations

or liquidity.

We face risks with respect to compliance with

the FCPA and similar anti-bribery laws through

our acquisition of new companies

and

the due diligence

we perform in connection

with an acquisition

may not be sufficient

to enable us fully to assess

an acquired company’s historic

compliance

with applicable

regulations.

Furthermore,

as we make acquisitions

such as the acquisition

of FWGR, our post-acquisition

integration

efforts may

not be

adequate

to ensure

our system

of internal

controls

and procedures

are fully

adopted and

adhered

to by

acquired

entities,

resulting

in increased

risks of non-compliance

with applicable

anti-bribery

laws.

Risks related to ownership of our ordinary shares or ADSs

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. All

our assets

are

located outside the United States and a major portion with

respect to 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 including in 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 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

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.

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

use in South African courts.

It may not be

possible therefore for an

investor to seek

to impose liability on

us in a South

African court arising

from a violation of United States federal securities laws.

Dividend withholding tax will reduce the amount of dividends received by beneficial owners.

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.

The dividend withholding

tax rate was increased to 20%, effective

from February 22,

2017.

The withholding

tax reduces

the amount of

dividends or

other distributions

received

by our shareholders.

Any further

increases

in such tax

will further

reduce net

dividends received

by our shareholders.

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 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.

particular,

South African

law significantly

limits

the circumstances

under

which

shareholders of

South

African companies

may

institute litigation on behalf of a company.

Control by principal shareholders could adversely affect our other shareholders.

Sibanye-Stillwater beneficially owns 50.1% of our

outstanding ordinary shares and voting power

and has the ability to control, our

board of

directors. Sibanye-Stillwater

will continue

to have

control over

our affairs

for the

foreseeable future,

including with

respect to

the

election of directors, the consummation of significant

corporate transactions, such as an

amendment of our constitution, a

merger or other sale

our company

or our

assets, and

all matters

requiring

shareholder approval.

In certain

circumstances, Sibanye-Stillwater’s

interests as

principal shareholder

may conflict

with the

interests of

our other

shareholders and

Sibanye-Stillwater’s ability

to exercise

control, or

exert

significant influence, over us may have the effect

of causing, delaying, or preventing changes or transactions that our

other shareholders may

or may not deem

to be in their

best interests. In addition,

any sale or expectation

of sale of some or

all the shares held

by Sibanye-Stillwater

could have an adverse impact on our stock price.

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

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 any

such substantial sales may

occur,

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 marketplace will

increase trading volumes and may place our

share price under

pressure.

ITEM 4. INFORMATION ON

THE COMPANY

4A. HISTORY AND DEVELOPMENT

OF THE COMPANY

Introduction

DRDGOLD

Limited, or

DRDGOLD, is

South

African domiciled

company

that

holds

assets engaged

surface gold

tailings

retreatment

in South Africa

including exploration,

extraction,

processing

and smelting.

We are a public limited liability company, incorporated

in South Africa on February

16, 1895, as Durban Roodepoort Deep,

Limited.

On December 3, 2004,

the company changed

its name from Durban

Roodepoort Deep

Limited to DRDGOLD

Limited. Our operations

focus on

South Africa's

Witwatersrand Basin,

which has

been a gold

producing

region for

over 120 years.

Our shares

and/or related

instruments

trade on the

Johannesburg

Stock Exchange

(“

JSE

”),

and the New

York Stock Exchange.

Our registered office and

business address is Constantia Office

Park,

Cnr 14th

Avenue and

Hendrik Potgieter Road,

Cycad House,

Building 17, Ground Floor,

Weltevreden Park,

1709,

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 86) 524-3061. We are registered under the South African

Companies

Act 71, 2008 under registration number

1895/000926/06. For our ADSs,

the Bank of New York

Mellon, at 101 Barclay Street,

New York,

10286, United

States, has

been appointed

as agent.

The SEC maintains

an internet

site that contains

reports, proxy

and information

statements

and other information

regarding issuers

that

file electronically with the SEC, which can be found

at http://www.sec.gov. Our internet address is http://www.drdgold.com.

The information

contained on

our website

is not incorporated

by reference

and does not

form part

of this annual

report.

All of our

operations

are conducted

in South Africa.

Our

operations primarily

consist

Ergo

and

FWGR.

Our

Ergo

operations include

the

historic

Crown

operations (which

were

restructured

into Ergo during fiscal

year 2012 and have substantially

been rehabilitated

as at the end of fiscal year

2018).

East Rand Proprietary

Mines

Limited's

(“

ERPM

”)

underground

mining

infrastructure was

under

care

and

maintenance up

reporting

date

which

date

the

decommissioning

and rehabilitation

of the last

remining underground

mining infrastructure

was completed.

Ergo

Ergo was formed

in June 2007. Ergo is the surface tailings retreatment operation which consists

of what was historically the Crown

Gold Recoveries

Proprietary

Limited (“

Crown

”), ERPM

Cason Dump

operation

and

the ErgoGold

business units.

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 operations.

Capital expenditure for the

Ergo projects is

mainly financed through

operational cash flows while

financing for significant growth

projects may

be obtained

through specific

financing arrangements

if required.

Brakpan/Withok TSF expansion

To extend the life of our Ergo operation, it is necessary to increase residue tailings deposition capacity at our Brakpan/Withok TSF.

A legal review of the existing authorizations was undertaken

for increasing the deposition capacity

of the Brakpan/Withok TSF. The

results indicated

that most of the current

authorizations

are sufficient. An updated

application was

submitted to the Department

of Water Affairs

and Sanitation (“

DWAS

”) for which we are awaiting approval.

Recommissioning

and design studies are ongoing in anticipation of the DWAS

approval. We expect this could increase the potential deposition capacity by approximately

800Mt, and thus, our life of mine from 12

years to

more than

20 years.

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.

FWGR

On July 31, 2018, we acquired certain gold surface processing assets and tailing storage facilities that included Driefontein 3 and 5,

Kloof 1,

Venterspost

North and

South, Libanon,

Driefontein 4,

Driefontein 2

plant, Driefontein

3 plant,

WRTRP

pilot plant,

and the

land

owned by Sibanye-Stillwater that was earmarked for the

future development of a central processing plant,

regional tailings storage facility and

return

water

dam

(together,

the

“

WRTRP

Assets

”)

associated

with

Sibanye-Stillwater’s

WRTRP,

subsequently

renamed

FWGR.

This

acquisition represented a significant

increase in our assets, which

impacted our results in

fiscal 2019, 2020 and

2021. In connection with

the

acquisition, we

issued to

Sibanye-Stillwater new

shares equal

to 38.05%

of outstanding

shares and

granted Sibanye-Stillwater

an option

acquire up to a total

of 50.1% of our shares

within a

period of

2 years

from the

effective

date of

the acquisition

at a

10% discount

to the

prevailing

market value.

On January 8,

2020, Sibanye-Stillwater exercised the

option and on

January 22, 2020 subscribed

for 168,158,944 DRDGOLD

shares at an aggregate subscription price of R1,086 million, (R6.46 per DRDGOLD share).

The assets acquired are to be developed in two phases – Phase 1 and Phase 2.

FWGR Phase 1

Phase 1

envisions the

reclamation of

the Driefontein

5 dump

through a

reconfigured Driefontein

2 plant

and deposition

onto the

Driefontein 4 tailings storage facility. The Driefontein

4 tailings

storage facility

was an upstream

day-wall dam

with a capacity

of approximately

200,000 tonnes per

month. In

order to

increase the deposition

capacity to

500 000 tonnes per

month, the

conversion of this

dam to

cyclone

deposition

commenced

in fiscal

2019. The

conversion

has been

completed

and this

allows a

deposition

capacity

of 500,000

tonnes per

month until

at least the

end of calendar

year 2024.

Although the Phase 1 upgrade of the Driefontein 2 Plant was essentially complete by the end of fiscal 2019, a decision was made to

bypass the

mill so that

further improvements

to the mill

liner configuration

could be made.

These modifications

were successfully

completed,

and

the mill

was recommissioned

in September

2019. A further

upgrade to

convert the

mill to

closed circuit

from the

open circuit

to improve

the grind

of the

material

and yield

more gold

was completed

in fiscal

2021.

A new

thickener

is under

construction

to optimise

the slurry

density

for treatment

in the carbon

in leach plant

and is expected

to be commissioned

in November

2021.

The conversion

is expected

to yield a better

grind of material

with a concomitant improvement

in leaching conditions

and gold recovery,

lower maintenance

costs and increased

water storage capacity

in the

current thickeners.

The material being reclaimed

by FWGR contains

high

levels of copper which incurs

penalty refining charges

of between 1% and 5%

during final refining by

Rand Refinery depending on

the copper content of

the bullion delivered. FWGR

has been

allocated 98% of

its gold

production

with 2%

lost to

these penalty

refining charges

due to the

high levels

of copper

in the

bullion delivered.

To reduce these

penalty refining

charges, FWGR constructed and commissioned a copper elution plant at a

cost of approximately R12 million during fiscal 2021.

The plant is

expected to

result in an

additional

1.2kg to 1.8kg

of gold per month

which would

otherwise

have been lost

due to penalty

refining charges

for the

copper in its

bullion.

FWGR Phase 2 expansion

The Phase 2 project is a key project for us intended to extend potential resources in the West Rand.

Phase 2 includes

the construction of

a new Central Processing

Plant (“

CPP

”) with a

capacity of between 1.2

to 2.4 million

tonnes

per month and the equipping of the required reclamation sites and pipeline infrastructure to supply the relevant resources to the CPP.

Phase 2 also includes the construction of a new Regional

Tailings Storage

Facility (“

RTSF

”),

that we believe is necessary in order to

develop our FWGR as envisaged by our management, the new RTSF is expected to be capable of processing 3 million tonnes per month with

a maximum capacity of approximately 800 million tonnes

The Definitive Feasibility Study (“

DFS

”) for Phase 2 was completed

in the 3rd quarter of the fiscal

year and that the project was found

to be

economically viable in a number of scenarios.

We engaged an external consultant, Sound Mining (consultants to the mining industry specializing in surface and underground operations) to

perform an independent review of the available information and studies that have been performed regarding the Phase 2 expansion project.

These included:

●

DFS performed by DRA

Global (“

DRA

”) (An engineering consulting

company) regarding the construction of

the CPP and related

pumping and pipeline infrastructure;

●

Detail design

of a

new Reginal

Storage Facility

(“

RTSF

”) performed

by Beric

Robinson (engineer

of record)

and related

capital

costing performed by DRA;

●

Reviews of

the explorations data

base, Mineral

Resource and Reserve

estimates of FWGR

assets and

other future potential

assets

such as battery metals, uranium and other gold West Rand metal resources;

●

Legal tenure, permitting, environmental and compliance status; and

●

Economic analysis of the projects.

Sound Mining concluded that the Phase 2 Project is a low risk, based on the following:

●

The mineral assets are well defined

●

There are tried and tested technologies and processes

●

Established experienced management team with a solid track record

●

Significant expansion potential in the far West Rand region

●

Project economics indicate healthy operating margins

●

Legal aspects are being addressed

Based on currently

available information, the Company

believes that there are

no material technical

or geo-metallurgical risks

that

could significantly impact the production forecasts.

Risks associated

with the

Phase 2

project include

obtaining regulatory

approval of

the amended

design of

the RTSF,

which was

submitted to

the DWA

S. Delays in

obtaining such

regulatory approval may

have an adverse

impact on

the project timeline

and capital cost

estimate. We engaged the services of an

external expert to assist

us with engaging with

the DWAS and these discussions are currently

ongoing.

Presentations were conducted to provide the regulator with the technical and scientific reasons for the changes to the design of the RTSF. It is

anticipated that construction of the RTSF

will commence in first half fiscal year 2024. The plant construction is anticipated to commence 6-9

months later.

Financing for significant growth projects may be

obtained through specific financing arrangements if required.

Capital expenditure

for FWGR

Phase 1

was financed

through our

RCF (Refer

to Item

18. “Financial

Statements -

Note 20

– Capital

Management). Significant

financing is

required for the

Phase 2 expansion

which is expected

to be

financed through a

combination of cash

resources, operational cash

flows and facilities as

may be determined.

Capital expenditure for other

projects is mainly financed through

operational cash flows and

cash

resources.

have commenced the next

step in our

Phase 2 project which

entails the Front End

Engineering Design of the

CPP.

FWGR has

appointed DRA Global to perform the relevant function.

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.

ERPM

ERPM was

acquired

in October,

2002 and

consists

of an

underground

mine which

has been

under care

and maintenance

since fiscal

year

2009. Underground mining

at ERPM was halted in October

2008. On July 1, 2012, ERPM sold its

surface mining

assets and its 65% interest

ErgoGold to Ergo

in exchange

for shares

in Ergo as part

of the restructuring

of our surface

operations.

In December

2018,

ERPM concluded

revised agreements

to dispose certain

of its underground

assets to OroTree

Limited (“

Orotree

”).

The disposal of the

underground mining and prospecting rights were concluded in

the second half of

the financial year ended June

30, 2019.

Orotree did

not exercise

an option to

purchase the

underground mining

infrastructure.

In fiscal

2021, ERPM

completed

the decommissioning

and rehabilitation

of the

last remaining

underground

mining infrastructure,

being

the Far East

Vertical Shaft.

Crown

Crown was

acquired

on September

14, 1998.

Due to the

depletion

of ore

reserves

in the western

Witwatersrand,

the Crown

plant ceased

operation in

March 2017.

4B. BUSINESS

OVERVIEW

are

South

African

company

that holds

assets engaged in

surface gold

tailings retreatment including exploration, extraction,

processing

and smelting.

Our surface tailings retreatment operations, including the requisite infrastructure and metallurgical processing plants,

are located in South

Africa. Our operating footprint is

unique in that it involves

some of the largest concentration

of gold tailings deposits in

the world, situated within the city boundaries of Johannesburg and its suburbs and the far west rand of the province of Gauteng.

DRDGOLD’s

long-term goal

to extract

as much

gold from

its assets

as possible,

sustainable and

economically viable.

a large

extent this

depends on

how effectively

it continues

to manage

its capitals.

DRDGOLD uses

sustainable development

to direct

its strategic

thinking. We

seek sustainable benefits in

respect to financial, manufactured, natural,

social and human capitals,

each of which is

essential to

our operations.

We also aim to align and overlap the interests of each of these capitals in such a manner that an investment

in any one translates into

value-added increases

in as many of the others as possible. We therefore seek to achieve

an enduring and harmonious

alignment between

them,

and we pursue

these criteria

in the feasibility

analysis

of each investment.

We intend to explore

opportunities

made possible

by technology, which

could entail

further investment

in research

and development

(“

R&D

”) to improve

gold recoveries

even further

over the long

term.

On July 31,

2018, we acquired

the gold assets

associated with Sibanye-Stillwater’s

WRTRP,

subsequently renamed FWGR.

This

acquisition represented a significant increase in our assets.

During the

fiscal years

presented in

this Annual

Report, all

of our

operations took

place in

one geographic

region, namely

South

Africa.

Description

of Our Mining

Business

Surface tailings retreatment

Surface tailings

retreatment

involves the

extraction

of gold from

old mine dumps

and slimes

dams,

comprising

the waste material

from

earlier

underground

gold mining

activities.

This is

done by

reprocessing

sand dumps

and slimes

dams.

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 were

the product

of the

“tube

and ball

mill”

recovery

process.

The economic

viability

of processing

this material

has improved due to improved treatment

methods such as the treatment

of large volumes of this material.

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.

Exploration

Exploration activities

are focused on the extension

of existing ore reserves

and identification

of new ore reserves both

at existing sites

and at undeveloped

sites. Once a potential

site has been identified,

exploration is extended

and intensified

in order to enable clearer

definition of

the site

and the

portions with

the

potential to

mined. Geological techniques

are

constantly refined to

improve the

economic viability

exploration

and exploitation.

Our Metallurgical

Plants and

Processes

A detailed

review of the

metallurgical

plants and

processes is

provided under

Item 4D.

Property, Plant and

Equipment.

Gold Market

The gold market

is relatively

liquid compared

to other commodity

markets, and

the price of

gold is 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.

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

or economic

uncertainty

gold is often

seen as a

safe haven,

leading to

increased

purchases of

gold and support

for its price.

Investors globally, as they have in so many previous

times of crisis,

turned to gold and gold stocks as a safe haven asset,

leading to a

surge in the average gold price during

fiscal 2020 and 2021 as described

below. The rand/dollar exchange

rate remained volatile

throughout the

fiscal year 2021 mainly

as a result of global, emerging

market and South Africa

economic uncertainty

including uncertainties

resulting from the

COVID-19 pandemic,

global economic slowdown

sentiment, tensions between the

USA and

China, perceived political

instability and

fiscal

strength and

structurally

weak economic

growth of the

South African

economy including

a seemingly

terminally

distressed

power utility, Eskom.

The average

gold spot price

increase by

18% from $1,562

per ounce

to $1,850 per

ounce during

fiscal year

2021 after

having increased

by 24% from $1,263 per ounce to $1,562 per ounce during

the fiscal year 2020 and having decreased by 3% from

$1,297 per ounce to $1,263

per

ounce during

the fiscal

year 2019.

As a

result, the average gold

price received by us

in Rands for

fiscal year 2021

increased by 19%

R917,996 per kg compared

to the previous year at R768,675

per kg and for fiscal year 2020 increased

by 33% to R768,675 per kg compared

the previous

year at R577,483

per kg.

We generally take full

exposure to the

US dollar spot

price of gold

and rand/dollar

exchange rate.

The higher the gold

price, the higher

our profit margin and

vice versa,

subject to exchange rate fluctuations.

We benefited from a sustained upswing in gold price in fiscal 2020 and

fiscal 2021,

following

the global

response to

the COVID-19

pandemic,

when the gold

price surged

to all-time

highs. The increase

in the spot

gold

price is reflected

in the increase

in our gold price

received and

contributed

to the increase

in our total revenue for fiscal year 2021 amounting to

R5,269.0 million (2020: R4,185.0 million and 2019: R2,762.1 million). All our revenue is generated from our operations in South Africa.

Looking ahead we believe that the global economic environment

(particularly during

the COVID-19 pandemic), including

escalating

sovereign

and personal

levels

of debt,

economic

volatility

and the

oversupply

of foreign

currency, will

continue

to make

gold attractive

to investors.

The supply

of gold

has shrunk

in recent

years and

is likely

to shrink

even more

due to

the significantly

reduced

capital

expenditure

and development

occurring in the sector.

We believe that this, coupled with

global economic

uncertainty, is likely to provide

support to the gold

price in the long

term.

All gold

we produce

is sold

on our

behalf

by Rand

Refinery

Proprietary

Limited

(Rand

Refinery)

in accordance

with a

refining

agreement

entered into

in October

2001 and updated

in July

2018.

The gold bars

which we produce

consist of approximately

85% gold, 7-8%

silver and the

remaining balance

comprises copper

and other common elements.

The gold bars are sent

to Rand Refinery for

assaying and final

refining where

the gold is purified to 99.9% and

cast into troy ounce bars of varying

weights. The Group recognizes

revenue from the sale

of gold at a point in

time when

Rand Refinery, acting

as an agent

for the sale

of all gold

produced by

the Group,

delivers the

gold to the

buyer.

The sales

price is fixed

at the London afternoon fixed dollar price on the day the gold is delivered to the buyer.

Before November 2020, the dollar proceeds

sold were

remitted to

us within two

days at which

date the dollars

were sold.

Since November

2020 the dollars

are also sold

on the day the

gold is delivered

to the buyer. In

exchange for this service,

we pay Rand Refinery a variable refining fee plus fixed marketing and administration

fees. We own

11.3% (fiscal

year 2020 and 2019:

11.3%) of Rand

Refinery.

Ore Reserves

Ore

Reserve

estimates

this

Annual

Report

are

reported

accordance

with

the

requirements

the

SEC’s

Industry

Guide

Accordingly, as of

the date of reporting, all ore reserves are planned

to be mined under the life of mine plan

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

this report,

all ore

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

does not currently recognize

Mineral Resources. Accordingly,

we do not include

estimates of Mineral Resources in

this Annual Report. The

SEC has

adopted rules that

will rescind Guide

7 from our

next annual

report on Form

20-F and,

inter alia

, require the

inclusion of Mineral

Resources in additional to Mineral Reserves.

Ore Reserve calculations are

subject to a review

conducted in accordance with

SEC Industry Guide 7.

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 operating costs, including overhead costs, to

calculate the pay-limit grade. The

second is the

cut-off grade which includes cash

operating 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.

The pay-limit approach

is based on the minimum in-situ

grade of reclamation

sites, 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

areas 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.

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;

●

The potential

ore, which

is legally

allowed to

be mined, is

also confined

by the mine's

lease boundaries;

and

●

A business

plan is prepared

to mine the

potential ore.

Our Ore Reserves figures are estimates,

which may not reflect actual ore reserves or future production.

These figures are prepared 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. Ore

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,

ore reserve

estimates may

have to be adjusted

and mining plans

may have to

be altered in a way

that might adversely affect our operations and actual gold recoveries may differ from those indicated in our Ore Reserves.

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

rand gold prices.

prepare business plans

using the

forecast rand gold

price at the time of the ore reserve determination.

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

June, 30

2021

2020

2019

Three-year

average gold

price

Prevailing gold

price

Three-year

average gold

price

Prevailing gold

price

Three-year

average gold

price

Prevailing gold

price

Reserve gold price –$/oz

1,559

1,796

1,375

1,666

1,272

1,369

Reserve gold price –R/kg

756,355

851,239

629,263

905,774

552,585

629,404

Exchange rate –R/$

15.09

14.74

14.24

16.91

13.53

14.30

Our Ore Reserves

(imperial)

changed in

the past three

fiscal years

as follows:

●

Our Ore Reserves (imperial) decreased from 5.73 million ounces at June 30,

2020, to 5.35 million ounces at June

30, 2021,

mainly

because of depletion through ongoing mining activities. At FWGR there was a non-material increase in reserves due to adjustments

of bulk density assumptions to further test work performed.

●

Our Ore Reserves (imperial) decreased from 5.77 million ounces at June

30, 2019, to

5.73 million ounces at June 30,

2020, mainly

because of depletion through

ongoing mining activities as

well as the Grootvlei dump

6/L/16 of 0.3Moz no

longer being classified

as an Ore Reserve. The decrease was offset by inclusion of Marievale dumps at Ergo of 0.5Moz.

The life-of-mine for Ergo based on proven and probable ore reserves under Industry Guide 7 of the SEC as

at June 30, 2021,

was 13

years (June 30, 2020:

13 years, June 30, 2019:

11 years).

The life of mine for FWGR

based on proven and

probable

ore reserves

under Industry Guide

7 of the SEC as at June 30,

2021 was 18

years (June

30, 2020:

20 years;

June 30, 2019:

15 years).

DRDGOLD's Ore Reserves as of June 30, 2021 and 2020 are set forth in the tables below.

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

Ore Reserves: Imperial

At June 30, 2021

At June 30, 2020

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)

('m ozs)

(mill)

(oz/ton)

('000 ozs)

(mill)

(oz/ton)

('m ozs)

(mill)

(oz/ton)

('000 ozs)

Surface

Ergo

32.36

0.01

0.28

279.54

0.01

2.53

50.01

0.01

0.44

291.99

0.01

2.69

FWGR

245.01

0.01

2.40

14.19

0.01

0.14

248.33

0.01

2.46

13.99

0.01

0.13

Total

277.37

0.01

2.68

293.73

0.01

2.67

298.34

0.01

2.90

305.99

0.01

2.82

Ore reserves: Metric

At June 30, 2021

At June 30, 2020

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)

Surface

Ergo

29.36

0.300

8.81

253.59

0.310

78.61

45.37

0.300

13.61

264.89

0.316

83.61

FWGR

222.27

0.337

74.79

12.88

0.330

4.24

225.29

0.340

76.55

12.70

0.330

4.19

Total

251.63

0.333

83.60

266.47

0.311

82.85

270.66

0.333

90.16

277.59

0.316

87.80

The measurement

and classification

of our Proven

and Probable

Ore Reserves

are sensitive

to an extent

to the fluctuation

of the rand

gold price.

If we had

used the different

rand gold prices

or as set

forth below

instead of

the three-year

average prices

at the time

of ore reserve

determination,

as of June

30, 2021 and

2020 respectively,

we would not

have had significantly

different ore

reserves as

of those dates.

Using the

same methodology

and assumptions

as were used

to estimate

Ore Reserves

but with different

rand gold prices

as detailed

below, our Ore

Reserves

as of June

30, 2021 and

2020 would be

as follows:

Year ended

June 30, 2021

Three-year average

gold price

Prevailing price

10% Below

prevailing price

10% Above

prevailing price

Rand gold price per kilogram

756,355

851,239

766,115

936,363

Dollar gold price per ounce

1,559

1,796

1,616

1,976

Ore Reserves (million ounces)

5.35

Year ended

June 30, 2020

Three-year average

gold price

Prevailing price

10% Below

prevailing price

10% Above

prevailing price

Rand gold price per kilogram

629,263

905,774

815,197

996,351

Dollar gold price per ounce

1,375

1,666

1,499

1,833

Ore Reserves (million ounces)

5.73

The approximate mining recovery factors for the 2021 ore reserves shown in the above table are as follows:

Mine Call Factor

Metallurgical recovery factor

(%)

Ergo

100

FWGR

100

The approximate mining recovery factors for the 2020 ore reserves shown in the above table are as follows:

Mine Call Factor

Metallurgical recovery factor

(%)

Ergo

100

FWGR

100

The following table shows the average drill/sample spacing (rounded to the nearest foot) as at June 30, 2021 and 2020, for

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

Proven

Probable

Reserves

Ergo and FWGR

328 ft. by 328 ft.

The pay-limit grades based on the three year average rand price for gold amounting to R756,355/kg and costs used to

reserves as of June 30, 2021, are as follows:

Costs used to determine pay-

Pay-limit grade (g/t)

limit grade (R/t)

Ergo

0.200

84.10

FWGR

0.170

69.94

The pay-limit grades based on the three year average rand price for gold amounting to R629,263/kg and costs used to

reserves as of June 30, 2020, are as follows:

Costs used to determine pay-

Pay-limit grade (g/t)

limit grade (R/t)

Ergo

0.220

82.15

FWGR

0.220

61.12

Ergo's disclosed Costs used to determine pay-limit grade (R/t), for 30 June 2020, has been updated to reflect the correct amount.

We apply the pay-limit approach to the mineralized material database of our business in order to determine the tonnage and

grade available for mining.

Governmental

regulations

and their

effects on

our business

Common Law

Mineral Rights

and Statutory

Mining Rights

Prior to the introduction

of the Minerals

and Petroleum Resources

Development Act,

or MPRDA in 2002,

ownership in mineral

rights

in South Africa

could be acquired

through the common

law or by statute.

With effect from May

1, 2004, all minerals

have been placed

under the

custodianship

of the

South African

government

under the

provisions

of the

MPRDA and

old order

proprietary

rights were

required

to be

converted

to new order rights

of use within certain

prescribed periods,

as dealt with in more

detail below. Mine dumps

created

before the MPRDA

became

law fall outside the

MPRDA and do

not require a

mining license to be

processed nor do

they require the extensive rehabilitation and closure

guarantees that are

a feature

of the

MPRDA. Many

of the

activities to re-process a

mine dump

do fall

under the

provisions of the

National

Environmental

Management

Act though,

which requires

at it most

basic the

compilation

and submission

of an Environmental

Impact Assessment.

Conversion

and renewal of

Rights under

the Mineral

and Petroleum

Resources Development

Act, 2002

Existing old

order rights

were required

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 MPRDA.

In respect

of used old

order mining

rights, the

DMRE

is obliged

to convert

the rights

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 a social

and labor

plan. These

applications

had to be

submitted

within five

years after

the promulgation

of the

MPRDA

on May

1, 2004.

Similar

procedures

apply

where

we hold

prospecting

rights

and a

prospecting

permit

and conduct

prospecting

operations.

Under the

MPRDA 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

further period of renewal of

three years.

Applications for conversion of our

old order

rights were submitted to

the DMRE

within the requisite time

periods. As at

June 30,

2021 and

September

30, 2021 respectively,

all of our

Ergo operation’s

old order

mining rights

have been

converted

into new order

rights under

the terms

the MPRDA

and applications

to renew the

converted

the new order

mining rights

have been

lodged timeously.

The Broad Based

Socio-Economic

Empowerment

Charter

In order to promote broad based participation in mining revenue, the MPRDA provides

for a Mining Charter to be developed by the

MRE Minister

within six

months

of commencement

of the

MPRDA beginning

May 1,

2004. The

Mining

Charter

was initially

published

in August

2004 and was

subsequently

amended in

September

2010. 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

goals on equity

participation

(amount of

equity participation

and time frames)

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 by

May 1, 2014.

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

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

around August

2010. In April

2018, judgment

was handed

down

by the North

Gauteng High

Court in Pretoria

against a

provision in

the 2010 Mining

Charter regarding

the “once

empowered

always

empowered”

principle.”

This principle

refers to

whether a

mining company, after

the exit of

a Black partner

that held a

stake in the

company

consequent

to a result

of a BEE transaction,

continues to

be BEE compliant.

The judgment

was appealed

by the DMRE.

The DMRE in

August

2020, withdrew

their notice

to appeal

to the Supreme

Court of Appeal

in respect

of the judgment

issued in April

2018 by the

Pretoria High

Court.

The Mining Charter and the related

scorecard are not legally

binding and, instead,

simply state a public policy. However, the DMRE

places significant

emphasis on the

compliance

therewith. The

Mining Charter

and scorecard

have a decisive

effect on administrative

action taken

under the MPRDA.

In recognition of the Mining

Charter’s objectives of

transforming the mining

industry by increasing the

number of black people

the industry

to reflect

the country’s

population demographics,

to empower

and enable

them to

meaningfully participate

in and

sustain the

growth of the

economy, thereby advancing equal

opportunity and equitable

income distribution, we

have

achieved

our commitment

to ownership

compliance

with the MPRDA

through our historic

black economic

empowerment

structures

which have

subsequently

unwound.

The mining

industry in

South Africa

is extensively

regulated

through legislation

and regulations

issued by government’s

administrative

bodies. These involve

directives with respect

to health

and safety,

mining and

exploration of

minerals, and

managing the

impact of

mining

operations

on the environment.

A change

in regulatory

or government

policies could

adversely

affect our business.

On June

15, 2017, the

Reviewed Broad-Based Black Economic Empowerment Charter for the South

African Mining and Minerals

Industry, 2017

(“

2017 Mining

Charter

”) was published

in the

Government

Gazette

No. 40923

of Government

Notice.581.

The publication

of the

charter was met with widespread criticism

and on June 26, 2017 the Minerals Council of South Africa (previously

Chamber of Mines of South

Africa), and

applied to

the High Court

of South Africa,

Gauteng division

for an urgent

interdict

to prevent

the charter

from implementation.

Key provisions

included:

•

50% Black ownership

for new prospecting

rights;

•

30% Black ownership

for mining

rights (up

to 11% offset

for local

beneficiation)

•

For new

mining

rights

to be

issued,

the provision

for 1%

of Earnings

Before

Interest,

Taxes, Depreciation

and Amortisation

(“

EBITDA

”)

is paid to

communities

and employees

as a trickle

dividend from

the sixth year

of a mining

right until

dividends

are declared

or at any point

in a

12-month period

where dividends

are not declared

On February

2016, The President

of South Africa

announced that

a new mining charter

would be developed,

and will follow

a process

which includes

all stakeholders.

The Minerals

Council of

South Africa

subsequently

postponed

its application

in the

High Court

in respect

of the

2017 Mining

Charter.

On September

27, 2018

the Broad-Based

Socio-Economic

Empowerment

Charter

for the

Mining and

Minerals

Industry, 2018

(“

Mining

Charter 2018

”) was

published in

Government Gazette No.

41934 of

Government Notice No.

639 on

September 27,

2018 superseding and

replacing

all previous

charters,

including Mining

Charter III.

Mining Charter

2018 requires

an enduring

30% BEE interest

in respect

of new mining

rights. It

also has extensive

provisions in

respect

of HDP representation

at board and management,

as well provisions

relating to

local procurement

of goods and services.

The procurement

target

of the total

spend on services

from South African

companies has

been set at 80% (up

from 70% in Mining

Charter III)

and 60% of the aggregate

spend thereof

must be apportioned

to BEE entrepreneurs.

Key provisions

of Mining Charter

2018 are:

•

The conditional acceptance

of the continued consequences

of previous compliance

of the BEE ownership threshold

of 26% in respect

of existing

mining rights;

•

Of the 30%

HDP ownership

component, qualifying

employees

and communities

are each to

hold a 5% carried

interest (as

opposed to a

free carry interest

as per Mining Charter III)

the cost of which may be recovered

by the mining right holder from

the development of

the asset.

The community

interest

in turn may

be offset by

way of an

equity equivalent;

•

Removal of

the so-called

1% of EBITDA

trickle dividend

provided for

in the 2017

Mining Charter;

and

•

The removal

of provisions

requiring

community

and employee

representation

at board level.

•

that the continuing

consequences

of HDP ownership

are not recognized

for transfers

of mining rights;

and

•

that a top

up of HDP ownership

back to 30%

is required

for the renewal

of existing

rights.

Subsequently, several

notable developments

have occurred:

In March

2019, the

Mineral Council

of South Africa

brought an

application

in the High

Court, Pretoria

for a judicial

review and

setting

aside of certain

provisions in

Mining Charter

2018.

In June 2020, the

High Court ordered

the Minerals Council

of South Africa to join parties

representing

communities,

trade unions and

BEE entrepreneurs

as a prerequisite

to the continuation

of the lawsuit,

as they

have a

direct and

substantial

interest

in the outcome

of the litigation.

On September

21, 2021,

the High

Court of

South Africa

ruled that

the Mining

Charter

2018 is

not binding

subordinate

legislation

but an

instrument of policy. This ruling

affirmed that the MRE Minister

was not entitled to make

law through the Mining Charter

2018 to require 30%

HDP ownership

for the renewal

of existing

mining rights.

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

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. The Act was

amended in 2009

and the

amendments to the

Act dealt with

inter alia

the stoppage

of production and

increase punitive measures

including increased financial

fines and legal

liability of mine

management. Some

of the more

important provisions in

the 2009 amendment bill

are the insertion of

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

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

the

employer

may

not

admitted”;

section

86A(2)

creating

offence

vicarious

liability

for

the

employer

where

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

prevent the performance or an omission. The maximum fines were also 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 dependents

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 of 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 year 2021, we contributed

approximately

R4.3 million under the COID

Act (2020: R3.7

million and

2019: R3.6

million) 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.

These payment

requirements

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 for compliance with

all local

laws and

regulations pertaining to

uranium and radon

management and under

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 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 MPRDA.

The MPRDA

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

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 DMRE

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 MPRDA

imposes specific,

ongoing environmental

monitoring and

financial

reporting obligations

on the holders

of mining rights.

believe that

our

environmental risks

have

been

addressed in

EMPs

which

have

been

submitted to

the

DMRE

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 MPRDA.

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 fund these

environmental

rehabilitation

costs by irrevocable

contributions

to environmental

trust funds

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 call

deposits.

As of June

30, 2021,

we held

a total

of R564.7 million

(2020:

R542.2 million) in trust, the

balance held in

each fund being

R127.2 million (2020: R122.1 million) for

Ergo, R425.1 million (2020:

R408.1

million)

for FWGR

and R12.4

million

(2020:

R12.0 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. 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 operational

life of mine, the

MPRDA assumes

a fully compliant fund

at any given time.

Insurance instruments

may also be utilized

to make up the shortfall

in available

cash

funds subject

to the DMRE’s consent.

The Company

has subsequently

made use of

approved insurance

products for

a portion of

its rehabilitation

liabilities.

As of June

30, 2021, we

held a total

of R87.5 million

(2020: R83.8

million) in

funds held

in insurance

instruments.

As at June

30, 2021

guarantees

amounting to

R430.1 million

(2020: R427.3

million) were

issued to

the DMRE.

The provision

for environmental

rehabilitation

for the group was

R570.8 million

at June 30, 2021,

compared to

R568.9 million

at June

30, 2020.

New

Financial Provisioning

Regulations (“

FPR

”)

were

promulgated on

November 20,

2015

under

the

National

Environmental

Management Act, 107

of 1998

(“

NEMA

”) by

the Department of

Forestry, Fisheries and

the Environment (“

DFFE

”).

Under the

FPRs to

implemented

by the

DMRE, existing

environmental

rehabilitation

trust funds,

of which

DRDGOLD

has R564.7

million,

may be

used only

for post

closure activities and may

no longer be

utilized for their

intended purpose of

concurrent and final rehabilitation on

closure. As a

result, new

provisions will

have to be

made for

these activities.

Several further proposed amendments to

the FPRs,

(“

Proposed Amendments

”) were

published subsequently.

The latest

Proposed

Amendments

were published

in August

2021 which,

inter alia

, extends

the compliance

with these

regulations

to three

months following

the fiscal

year end June

30, 2022.

The Proposed Amendments,

in their current form and which are still subject

to the approval of the DMRE and Treasury, allow under

certain circumstances for the withdrawal against financial

provision (which is currently not contemplated in the FPR). It is

therefore uncertain

whether these

provisions relating

to withdrawal

will remain

in their current

form, or at

all.

Regulation 5(4) of the Proposed Amendments

states that the determination of financial provision

must be undertaken by a specialist,

which according to the definitions

listed in the Proposed Amendments

is an “independent person”.

Regulation 10 of the Proposed Amendments

further requires

the annual review and re-assessment

of financial provision

by an independent specialist,

which in terms of Regulation

11 of the

Proposed Amendments

must also be

audited by an

independent

auditor. The Proposed

Amendments

do not require

that the annual

review and re-

assessment

of financial

provision be

audited by a

financial

auditor.

4C. ORGANIZATIONAL

STRUCTURE

The

following chart

shows our

principal subsidiaries as

June 30,

2021

and

September 30,

2021 respectively.

All

our

subsidiaries are incorporated in South Africa. Our voting interest in each of our subsidiaries are equal to our

ownership interests. We hold the

majority of

our subsidiaries

directly or

indirectly

as indicated

below. Refer to

Exhibit 8.1 for

a list of

our significant

subsidiaries.

4D. PROPERTY, PLANT AND EQUIPMENT

Description

of Significant

Subsidiaries'

Properties and

Mining Operations

Ergo

Overview

own 100%

of Ergo.

Ergo is

a surface tailings

retreatment operation operating

across central and east Johannesburg.

In order to

improve synergies,

effect cost savings and establish

a simpler group structure,

DRDGOLD restructured

the Group’s surface operations

(Crown,

ERPM’s

Cason

Dump

surface

operation

and

ErgoGold) into

Ergo

with effect

from

July 1,

2012. ERPM’s

Cason

Dump

surface

tailings

retreatment operation was depleted in the

first half of fiscal year 2015.

At June 30, 2021,

Ergo employed

771 full-time

employees.

In addition,

specialist

service providers

deployed a

further 1,495

employees

to our

operations

bringing the

total number

of in-house

and outsourced

employees

to 2,266 at

June 30, 2021

(at June 30,

2020: 2,155

;

at June 30,

2019: 2,214

)

Properties

The Ergo plant is

located approximately

43 miles (70

kilometers)

east of the Johannesburg’s

central business

district in the

province of

Gauteng on

land owned

by Ergo. Access

to the Ergo plant

is via the

Ergo Road on the

N17 Johannesburg-Springs

motorway.

Following the

restructuring

of the

Crown operations,

which consisted

of three

separate

locations,

City Deep,

Crown Mines

and Knights,

into a single

surface retreatment

operation in

Ergo,

these mining

rights were

transferred

to Ergo in March

2014.

Our ore

reserves

in the

western

Witwatersrand

had become

depleted.

We therefore

took a

decision

to close

the Crown

Mines plant

which

operated as

a pump/milling

station feeding

the metallurgical

plants until

March 2017.

The Crown sites

have been

cleared and

the rehabilitation

the Crown plant

site has

been completed.

The City Deep operation is located on the West Wits line within the Central Goldfields of the Witwatersrand

Basin, approximately

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 City

Deep plant

continues to

operate as

a pump/milling

station feeding

the metallurgical

plants.

The Knights operation

is located at

Stanley and Knights

Road Germiston

off the R29 Main

Reef Road. The

Knights plant

continues to

operate as

a metallurgical

plant.

As of June

30, 2021 and

September 30, 2021, no material

encumbrances

exist on Ergo's

property.

Mining and Processing

Ergo undertakes the retreatment of surface tailings.

Material processed

by Ergo

is sourced

from primary

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 the

material was deposited.

Our two gold producing metallurgical plants,

Ergo and Knights have an installed capacity

to treat approximately 25 million tons of

material per year based on 92% availability

and are fully operational. All

of the

plants have

undergone

various modifications

during recent

years

resulting in

significant changes

the

processing circuits. The

City

Deep plant

continues to

operate as

pump/milling station

feeding the

metallurgical

plants.

Ergo’s assets include: access

to tailings deposited

across the western,

central and eastern

Witwatersrand; a 50km

pipeline; and tailings

deposition facilities

including the

significant

Brakpan/Withok

TSF.

The feedstock 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

the

plant.

Slime

reclaimed

using

high

pressure

water

monitoring

guns

also

known

hydraulic

reclamation. 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.

Set forth below is a description of each of our plants in operation:

Ergo Plant:

Commissioned

by Anglo American Corporation

in 1977, became part

of AngloGold Ashanti

in 1998 from which it was

acquired

for a

consideration

of R42.8

million

in 2007.

The remaining

five CIL

tanks were

refurbished

during fiscal

year 2015

to increase

capacity to

treat up to

25.2Mt per

year.

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

the

Crown

operation,

located

further

east

and

considerably

closer

the

Brakpan/Withok

TSF. Due to the

location

of the Knights

plant it

deposits waster

on the Brakpan/Withok

TSF. The Knights

plant has

installed

capacity to

treat an estimated

3.6Mt per year.

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

continued at the City Deep Plant until the plant was decommissioned in August 2013 to

operate as

a milling

and pump station

and is currently

pumping material

to the Ergo Plant

for the final

extraction

of gold.

As of June

30, 2021,

the net book

value of Ergo’s mining

assets was

R1,427.8 million

(2020: R 1,283.9

million).

Capital Expenditure

For a

discussion of capital

expenditures in fiscal

years 2019,

2020 and

2021, see

"Item 5.A.

Operating and Financial

Review and

Prospects—Capital

expenditure".

Advance planning is underway

for the expansion of the Brakpan/Withok

TSF to accommodate higher

grade resources in the Far East

area of

the Gauteng province and

further extend the

life of mine

of ERGO. A

legal review of

the existing authorizations was undertaken for

increasing the deposition capacity of the Brakpan/Withok TSF.

The results indicated that most of

the current authorizations are sufficient. An

updated application was

submitted to

the DWAS

for which

we are

awaiting approval. Recommissioning and

design studies

are ongoing

anticipation

of the DWAS approval.

We expect this could

increase

the potential

deposition

capacity

by approximately

800Mt, and

thus, our

life of

mine from

13 years to

more than 20

years.

Capital expenditure

related to

material growth

projects are

financed on

a project-by-project

basis which

may include

bank facilities

and

existing

cash resources.

Sustaining

capital

expenditure

is financed

from cash

generated

from operations

and existing

cash resources.

For a

summary

of capital

expenditure,

see Item 5A.

Operating

Results.

The majority

of the Company’s carbon

emissions

are the scope

2 carbon emissions

for electricity

consumption purchased

from Eskom,

who produces electricity, predominately

from coal powered fire stations. In the current year

the Company generated 404

609 tonnes of scope 2

carbon emissions

(2020: 364

950 tonnes).

A large percentage

of the capital

expenditure

in the current

year is

expected

to go towards

our own

solar

photovoltaic

power generation

plant and

battery

storage facility

at Ergo. The

successful

completion

of this

project

is expected

to reduce

our carbon

emissions

footprint. The

project is

subject to

regulatory

approval.

Exploration

and Development

Exploration and development

activity at Ergo involve the drilling of surface dumps and evaluating the potential

gold bearing surface

material.

Environmental

and Closure

Aspects

Municipal infrastructure

as well as commercial and residential

developments have

encroached towards

the Ergo operation. The major

environmental risks are associated

with dust from various reclamation 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

Professor

H. Annagran

from the

Cape Peninsula University of Technology and

appropriate

community

involvement.

Environmental management

programs,

addressing

wide

range

environmental issues,

have

been

prepared

specialist

environmental consultants,

which are audited annually. 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,

its tailings

and its return

water dams)

are maintained

at levels

that are sensitive

to the 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 are

applied. Dust fall-out

is monitored

through an

extensive dust monitoring

network monthly, and is utilized as a management

measure to ensure the effectiveness

of mitigation measures employed.

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 removes potential

pollution sources

and opens up

land for development.

Environmental management

and compliance is further assisted

by the in–house developed electronic

monitoring system (Compliance

Management Tool) that incorporates

all existing Environmental

Impact Assessments

(“

EIA

s”), EMPs, Mining Right Conversions,

Performance

Assessments

and Social

and Labor

Plans (“

SLP

s”) associated

with each

mining right.

The existing

and most

recent studies

are used

to supplement

the management components with regards to the mining right boundaries and its required compliance parameters.

The individual management

items

are integrated

to provide

a holistic

overview

of the

state

of each

of the

mining

right

areas.

Spatial

data

pertaining

to the

mining

right

boundaries

is stored onto a central

database and is utilized

to create a live map

which illustrates

the mining right area

and various environmental

monitoring

systems. This

map depicts

the mining right

boundaries,

roads, rails,

mine dumps,

plants, rivers,

pipeline routes,

servitudes,

way leaves,

municipal

services and

other spatial

data relevant

to our mining

operations.

While the ultimate amount

of rehabilitation costs

to be incurred is uncertain,

we have estimated that the total cost

for Ergo, in current

monetary

terms as

at June

30, 2021 is

approximately

R445.8 million.

As at June

30, 2021, a

total of

R127.2 million

(2020: R122.1

million)

is held

in the Ergo Rehabilitation

Trust Fund, previously

called the Crown

Rehabilitation

Trust Fund, which

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.

In addition, a total of

R62.7 million

(2020: R59.9

million)

is held in

insurance

instruments.

Ore Reserves

As at June 30, 2021, our Proven and Probable

Ore Reserves of Ergo was 2.81 million

ounces, a decrease from

3.13 million ounces at

June 30, 2020

due to depletion

resulting from

ongoing mining.

A Mineral

Reserves and

Mineral Resources

competent

person is

appointed at

each

operation to

review our

Ore Reserve

calculations

for accuracy. For

Ergo, Professor

Steven Rupprecht

is the designated

competent

person in terms

of the SAMREC

Code responsible

for the compilation

and reporting

of ore reserves.

Production

For fiscal

year 2021,

production

increased

to 137,059

ounces

from

128,249 ounces

in fiscal

year 2020

mainly due the

volume

throughput

that increased

from 20.2Mt

to 23.0Mt,

a consequence

of more

stable production

during fiscal

2021 compared

to fiscal

2020 which

was affected

the COVID-19

Lockdown, a

cautious

subsequent

ramp-up and

interruptions

in power

supply from

Eskom and

the City of

Ekurhuleni.

The impact

of this increase

was offset

by the decrease

in the average yield from 0.197g/t in fiscal 2020 to 0.186g/t in fiscal 2021.

Ergo temporarily halted

its operations on March

26, 2020 pursuant to the announcement

of the Lockdown.

The Disaster Management

Act regulations

subsequently

issued by the Department

of Co-operative

governance

and traditional

affairs affirmed

that gold mining

and refining

are “essential

services” and

was therefore

exempt from

restrictions

imposed by the

Lockdown. ERGO

recommenced

operations on

April 9, 2020

with limited sites and ramped up to almost full production in June 2020. ERGO’s Knights plant recommenced operations on May 7, 2020 and

ramped up to

almost full

production

in June 2020.

Subsequent

lockdowns

in fiscal

2021 did not

result in any

similar stoppages

in production.

Cash operating

costs increased

by $143 per

ounce,

or 13%, from

$1,129 per

ounce in fiscal

year 2020 to

$1,272 per

ounce in fiscal

year

2021 mainly

due to the

6% decrease

in yield and

a 15% tariff

increase

by power utility, Eskom,

which came

into effect

in April 2021.

The following table details certain production and financial results of Ergo for the past two fiscal years.

2021

2020

Production (imperial)

Ore milled ('000 tons)

22,952

20,228

Recovered grade (oz/ton)

0.006

Gold produced (ounces)

137,059

128,249

Results of Operations

Revenue (R million)

3,943.0

3,064.3

Cost of sales (R million)

2,871.0

2,453.5

Cash operating costs (R million)

2,666.5

2,274.0

Cash operating costs (R/kilogram)

629,585

568,476

All-in sustaining costs (R/kilogram)

704,503

614,861

All-in cost (R/kilogram)

717,755

621,316

1 Cash operating cost, cash operating costs per kilogram, all-in sustaining costs per kilogram and all-in costs per kilogram are financial measures of performance that we use to determine cash generating capacities

of the

mines and to monitor

performance of our mining operations.

These are all non-IFRS

measures. For a reconciliation of

these measures to the nearest

IFRS measure see Item

5A.: “Operating Results - Reconciliation

cash cost per kilogram, all-in sustaining costs per kilogram and all-in costs per kilogram.”

FWGR

Overview

On July 31, 2018,

we acquired WRTRP Assets, which

are surface gold processing

assets and tailing storage

facilities in Carletonville

in the West

Rand Goldfield of

Gauteng, 30km from

Johannesburg, that

include Driefontein 3

and 5, Kloof

1, Venterspost

North and South,

Libanon, Driefontein

4, Driefontein

2 plant,

Driefontein 3

plant, WRTRP

pilot plant,

and land

for the

development of

a central

processing

plant, regional tailings storage

facility and return water

dam associated with

Sibanye-Stillwater’s WRTRP,

subsequently renamed FWGR.

This

acquisition represents a significant increase in our assets, which had a material impact on our results for fiscal years ended June 30, 2019.

In connection with the

acquisition, we issued to Sibanye-Stillwater

new shares equal to 38.05%

of our then outstanding shares

and

granted Sibanye-Stillwater

an option

to acquire

up to

a total

of 50.1%

of our

shares within a period of 2

years from the effective date of the

acquisition

at a 10% discount

to the prevailing

market value.

On January 8, 2020, Sibanye-Stillwater exercised the option. On January 22, 2020

Sibanye-Stillwater subscribed

for 168,158,944

DRDGOLD shares

at an

aggregate subscription

price of

R1,086 million.

These shares

were

allotted and issued at a price of R6.46 per share, being a 10% discount to the 30-day volume weighted average traded price

The WRTRP Assets consisted of the following:

Asset (incl properties)

Description

Additional tailings dams

Surface tailings

dams which

form part

of the

gold assets

of the

WRTRP

Assets and

which include

Driefontein

Dumps 3 and 5, Kloof 1, Venterspost

North and South and Libanon Dump.

DP2 Plant

The Driefontein 2 Plant which is located on Portion 6 of Farm Blyvooruitzicht No 116 Registration Division I.Q.

and Remainder of Portion 1 of the Farm Driefontein No 113, Registration Division I.Q., Gauteng Province.

The

DP2

Plant

processed

surface

rock

dumps

(“

SRD

”)

material,

which

was

delivered

rail

and

truck.

Throughput is achieved through two

Semi-Autogenous Grinding (“

SAG

”) mills and a ball

milling circuit, cyanide

leaching and a Carbon-in-Pulp (“

CIP

”) plant. A Carbon-in-leach circuit was commissioned in 2014 at DP2 Plant

to improve recoveries by replacing the aging CIP circuit.

DP3 Plant

The Driefontein 3 Plant which

is located on Portion 6

of Farm Blyvooruitzicht No 116, Registration

Division I.Q.,

Gauteng Province. The DP3 Plant was originally designed as

a uranium plant, but was converted to process low-

grade surface

rock in

1998. Similar to

DP2 Plant,

SRD ore

was delivered

by rail

and truck.

This plant has

four

SAG mills followed by cyanide leaching and a CIP circuit.

Driefontein 4

The current active tailings deposition facility which forms part of the gold assets of the WRTRP Assets.

Pilot Plant

The

moveable

LogiProc

pilot

plant

established

test

the

processes, techniques

and

assumptions

made

the

definitive

level

design

the

full

scale

retreatment

dumps

part

the

WRTRP

Assets

and

located

Driefontein 1 Plant.

Plan and Materials

Any and all drawings, plans, studies

(including feasibility studies of a geological or

geotechnical nature), surveys,

reports (including

sampling and

assaying reports),

maps (including

geophysical, geological

and/or drill

maps),

statements, schedules and other data in whatever form of a financial, technical, labour, marketing, administrative,

accounting or other matters pertaining to the WRTRP Assets.

Transferring Land

The land upon which:

the CPP will be located after the subdivision of the Farm Rietfontein No 347 Registration Division I.Q.

Portion

35 and 73, Gauteng Province; and

the Regional Tailing Storage Facility and Return Water

Dam will be located.

Active Tailings Dams

The Driefontein 1 and 2, Kloof 2 and Leeudoorn currently active tailings dams are also required to be transferred

under

the

acquisition

agreement,

for

additional

consideration,

once

they

have

been

decommissioned

Sibanye-Stillwater.

Licences to Operate

All

the

licences,

permits,

permissions,

management

plans

and

reports,

well

amendments,

variations

modifications thereof from time to time necessary for Sibanye-Stillwater to operate the WRTRP Assets lawfully.

Access Rights

The grant of access to DRDGOLD of the:

Driefontein 10 shaft;

Kloof 10

shaft located

in the

Kloof mining

area that

is subject

to the

Kloof Mining

Right, for

the purpose

pumping and

supplying, at the cost

of WRTRP,

the required quantities of

water, as licenced,

for the WRTRP

Assets;

rights, servitudes

and agreements

for installation,

supply and

distribution and

maintenance of

power supply;

existing and proposed pipeline routes; servitudes; wayleaves and surface right permits; and

Driefontein 1 Gold Plant for the purpose of accessing the Pilot Plant.

As of June

30, 2021 and

September 30, 2021, no material

encumbrances

exist on FWGR's

property.

At June 30, 2021,

the net book value of FWGR’s mining assets was R1,341.3 million (2020: R1,303.5 million).

At June

30, 2021,

FWGR employed

154 full-time

employees.

In addition,

specialist

service providers

deployed a

further

343 employees

to our operations

bringing the

total number

of in-house

and outsourced

employees

to 497.

Mining and Processing

FWGR undertakes the retreatment of surface tailings.

Slime is reclaimed using high pressure water

monitoring guns also known as

hydraulic reclamation. The re-pulped slime is

pumped to the DP2 plant and the

reclaimed material is treated using screens,

cyclones, ball mills

and Carbon-in-Leach, or CIL, technology to extract the gold.

During Phase 1, the DP2 metallurgical plant

was reconfigured to have an installed capacity to treat

approximately 6 million tons of

material per year

based on 92%

availability. Material

is sourced from

Driefontein Dump 5

. The surface sources

have generally undergone

complex depositional

history resulting

in grade

variations associated

with improvements

in plant

recovery over

the period

the material

was

deposited.

The FWGR makes use of and require access to

Sibanye-Stillwater’s mining infrastructure and related services.

FWGR entered into

a smelting agreement

with Sibanye-Stillwater to smelt

and recover gold from

gold loaded carbon produced

at the DP2 plant,

and deliver the

gold to

Rand Refinery.

In exchange for

this service, Sibanye-Stillwater

receives a fee

based on

the smelting costs

plus 10% of

the smelting

costs. Rand Refinery performs the

final refinement of all gold

produced. FWGR also engaged its

fellow subsidiary, Ergo

Mining Proprietary

Limited, to act as its agent and representative and to enter into a refining services arrangement with

Rand Refinery for the sale, marketing and

export of the refined

gold of the Company. This agreement

is expected to be

in place until FWGR

obtains its own precious

metals beneficiation

license.

The Mineral Resources

and Mineral Reserves

held by FWGR

were acquired from

Sibanye Gold Limited

(Sibanye Gold), a

subsidiary

of Sibanye-Stillwater Limited, in a transaction in which common law ownership was established over

the various tailings dams containing the

said

Mineral

Resources

and

Mineral

Reserves,

and

control

was

established

Sibanye-Stillwater

over

DRDGOLD.

FWGR

conducts

its

activities inter

alia in

accordance with

Environmental Approvals

and the

provisions of

the Mine

Health and

Safety regulations.

A Use

and

Access Agreement with

Sibanye Gold articulates

the various rights,

permits and licenses

held by Sibanye

Gold in terms

which FWGR operates,

pending the transfer to FWGR of those that are transferable.

Capital Expenditure

For a discussion of capital expenditures in fiscal year 2021,

see "Item 5.A. Operating and Financial Review and Prospects—Capital

expenditure".

Financing for significant growth projects may

be obtained through specific financing

arrangements if required. In

fiscal year 2019,

capital expenditure

incurred on the development

of Phase 1 of FWGR of approximately

R330.7 million were

financed through

a combination

borrowings (refer

to the Revolving Credit Facility

described in Item 10C.

Material Contracts) and cash resources and operational

cash flows of

the Group.

FWGR appointed an engineering consulting company to undertake the

definitive feasibility study and detailed design for the Phase

project.

The

available

information

was

independently

reviewed

external

consultant,

Sound

Mining.

The

project

includes

the

construction of a new CPP with a capacity of between 1.2 Mtpm to 2.4Mtpm and the equipping of the required reclamation sites and pipeline

infrastructure to supply the relevant resources to the CPP.

Phase 2 also includes the construction of a new RTSF capable of accepting 3Mtpm

to a capacity of approximately 800Mt. The definitive feasibility study was concluded in the current year and is subject to obtaining regulatory

approvals on the amended design of the RTSF.

Capital expenditure related to material growth projects are financed

on a project-by-project basis which may include bank facilities

and existing cash resources. Sustaining capital expenditure is financed from cash generated from operations and existing cash resources. For

summary of

capital expenditure,

see Item

5A. Operating

Results.

Exploration

and Development

Exploration

and development

activity

at FWGR

involves the

drilling of

surface

dumps and

evaluating

the potential

gold bearing

surface

material,

as well as

exploratory

and development

activities

around Phase

2 of the project.

Environmental

and Closure

Aspects

The major environmental

risks are associated

with dust from various

reclamation

sites, and effective

management of relocated

process

material on certain tailings dams. The impact of

nuisance dust fallout on the

surrounding environment and community is addressed through a

comprehensive monitoring network, with active input

from Professor H.

Annagran from the

Cape

Peninsula

University

Technology

and

appropriate

community

involvement.

Environmental

management

programs,

addressing

a wide

range of

environmental

issues,

have been

prepared

by independent specialist

environmental

consultants, which

are audited annually. Water pollution where appropriate

is controlled by means of a

comprehensive

system

of return

water

dams which

allow

for used

process

water to

be returned

for use

in FWGR’s

metallurgical

plant and

hydraulic

reclamation.

FWGR 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 the capacity

of return water

dams.

Nuisance dust fallout is controlled through active mitigation measures described in

the environmental management program for the

management of our

activities.

These mitigation

measures include

environmentally

friendly dust suppressants

applied to high impact

areas, active

wetting of access

roads by water

bowsers,

a network of

high velocity

sprayers on

our active

TSF. Dust fall-out is

monitored through

an extensive

dust monitoring network

monthly and is utilized as a management

measure to ensure the effectiveness

of mitigation measures

employed. In the

long-term,

dust suppression

and water

pollution will

be managed

through concurrent

rehabilitation

of the

tailings

dam, thus

reducing

water ingress

and dust from

exposed areas.

FWGR

will

undertake concurrent

rehabilitation of

areas affected

mining

operations during

the

life

the

mine.

The

surface

reclamation

process at

FWGR has several

environmental

merits as

it removes

pollution sources

and opens up

land for development.

Environmental

management

and compliance

is further assisted

by the in–house

developed electronic

monitoring system

that details

the

commitments made

within the EMPs and Water Use Licenses

to aid in keeping the operation

compliant to its

statutory obligations.

The existing

and most recent

specialist

studies are

used to supplement

the management

components

with regards

to the compliance

parameters.

The individual

management

items are integrated

to provide a

holistic overview

of the state

of the operation.

Spatial data

pertaining

to the operation

is stored on

Geographical Information

System (GIS) which provides a spatial overview

of the operation which includes environmental

monitoring systems,

right boundaries, roads,

rails, mine dumps, plants, rivers, wetlands,

pipeline routes, servitudes,

way leaves, municipal services

and other spatial

data relevant

to our mining

operations.

While the

ultimate

amount of rehabilitation

costs to be

incurred is

uncertain,

we have estimated

that the total

cost for FWGR,

in current

monetary

terms as

at June

30, 2021

is approximately

R116.4 million

(June 30,

2020: R103.3

million).

As at

June 30,

2021, a

total of

R425.1

million

is held in

the Ergo Rehabilitation

Trust Fund for

the benefit

of FWGR’s rehabilitation.

The Ergo 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

As at June 30, 2021,

our Proven and

Probable Ore

Reserves of FWGR

was 2.54 million ounces,

an decrease from

2.60 million ounces

at June

30, 2020.

The small

increase

reserves

despite

depletion

through

ongoing

mining

activities

due

the

application

revised

modifying factors

i.e. being

the dilution

from footwall

soil and

mining loss.

A Mineral Reserves and Mineral Resources

competent person is

appointed to

review our

Ore Reserve

calculations

for accuracy. For

FWGR, Mr. Vaughn Duke is the

designated

competent person

in terms of

the

SAMREC

Code responsible

for the compilation

and reporting

of ore reserves.

Production

For fiscal

year 2021,

production

increased

to 46,940 ounces

from 46,136

ounces produced

in fiscal

year 2020.

This was

mainly due the

volume throughput

that increased

from 6.1Mt in

fiscal 2020

to 6.2Mt

in fiscal

2021.

The average yield remained stable at 0.237g/t.

FWGR temporarily

halted its

operations

on March

26, 2020

pursuant

to the announcement

of the Lockdown.

The Disaster

Management

Act regulations

subsequently

issued by the Department

of Co-operative

governance

and traditional

affairs affirmed

that gold mining

and refining

are “essential services” and was therefore exempt from restrictions imposed

by the Lockdown. FWGR was able to

recommence operations on

April 3, 2020 and was able to ramp up production to almost full capacity in May and June 2020, respectively.

Subsequent lockdowns

in fiscal

2021 did not

result in

any similar

stoppages in

production.

Construction of Phase

1 commenced during

August 2018 with

R330.7 million spent

on,

inter alia

, the reconfiguration

of the DP2

plant

and relevant

infrastructure to

process tailings

from the

Driefontein 5

slimes dam

and deposit

residues on

the Driefontein

4 Tailings

Storage

Facility.

During

this

construction

phase,

some

gold

was

produced

the

adjacent

Driefontein

plant

(“

DP3

”).

Early-stage

commissioning of the

DP2 plant commenced on

December 6, 2018

with the pumping of

reclaimed tailings into

the carbon in

leach (“

CIL

”)

circuit. Testing of the reconfigured plant and ramp-up of production continued during the third quarter of the fiscal year ended June 30, 2019.

Management considered,

inter alia

, the design capacity of the plant, recoveries and the ability to sustain production in determining the

date of

commercial production. The

date of commercial

production for Phase

1 (excluding the

milling section) was

determined to be

April 1, 2019.

The mills

were subsequently

commissioned

in September

2019.

Cash operating

costs increased

by $74 per

ounce, or

15%, from

$484 per

ounce in

fiscal year

2020 to $558

per ounce

in fiscal

year 2021

mainly due

to FY2021 being

FWGR’s first full

year of milling.

The following table details certain production and financial results of FWGR for the past two fiscal years.

2021

2020

Production (imperial)

Ore milled ('000 tons)

6,159

6,052

Recovered grade (oz/ton)

0.008

Gold produced (ounces)

46,940

46,136

Results of Operations

Revenue (R million)

1,326.0

1,120.7

Cost of sales (R million)

517.1

473.3

Cash operating costs (R million)

406.2

352.0

Cash operating costs (R/kilogram)

276,174

243,542

All-in sustaining costs (R/kilogram)

377,210

299,792

All-in cost (R/kilogram)

400,829

311,597

of the

mines and to monitor

performance of our mining operations.

These are all non IFRS

measures. For a reconciliation of

these measures to the

nearest IFRS measure see Item

5A.: “Operating Results - Reconciliation

cash cost per kilogram, all-in sustaining costs per kilogram and all-in costs per kilogram.”

See Item 5A.

Operating Results

– Capital

expenditure

for a discussion

on capital

expenditure.

ERPM

Overview

In December

2018,

ERPM concluded

revised agreements

to dispose

certain of

its underground

assets

to OroTree Limited

(“

OroTree

”).

The revised agreements

consisted of a

disposal of

ERPM's underground mining

and prospecting rights and

an option

agreement, at the

sole

discretion

of OroTree,

to purchase

the underground

mining infrastructure

exercisable

on or before

June 30, 2019.

The disposal

of the underground

mining and prospecting rights were concluded in the second

half of the financial year

ended June 30, 2019.

OroTree’s option to

purchase the

underground mining

infrastructure

lapsed on June 30, 2019

when it did not exercise

said option.

The underground mining

infrastructure

remains

under care

and maintenance.

Certain infrastructure

was demolished

during fiscal

2021.

At June

30, 2021,

ERPM had

no employees. The

financial results and

remaining assets and

liabilities of these halted

underground

operations

are included

in ‘Corporate

office and other

reconciling

items’ in the

financial

statements

for segmental

reporting purposes

for all three

years presented.

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 on

land owned

by ERPM.

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. 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

concluded the

disposal of

its underground

mining and

prospecting

rights in

the second

half of the

financial

year ended

2019.

Surface reclamation

operations including

the treatment

of sand

from ERPM’s

Cason Dump,

was conducted

through the

Knights

metallurgical plant, tailings deposition facilities and associated facilities until

ERPM’s surface mining assets were transferred

to Ergo as part

of the restructuring which took place on July 1, 2012.

As of June 30, 2021, and

September 30, 2021, no encumbrances

exist on ERPM's

property.

At June 30,

2021, the net

book value

of ERPM’s mining

assets was

zero (2020: zero).

Mining and Processing

ERPM’s underground gold mining infrastructure

is under care and maintenance. Surface reclamation operations and

surface mining

assets were transferred to Ergo as part of the restructuring which took place on July 1, 2012.

Exploration

and Development

ERPM disposed

prospecting

right ERPM

Extension

1 covering

an area

of 1,252ha

(3,094 acres)

of the adjacent

Sallies mine

and ERPM

Extension 2,

for an additional

area of 5,500ha

(13,590 acres)

to OroTree Limited

during the second

half of the

fiscal year

ended June

30, 2019.

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.

The government has

appointed Trans-Caledon

Tunnel Authority (“

TCTA

”) to construct a partial

treatment plant

(neutralisation

plant)

to prevent

the ground

water

being

contaminated.

TCTA completed

the construction

of the

neutralisation

plant

for the

Central

Basin and

commenced

treatment

during July

2014. As

part of

the heads

of agreement

signed

in December

2012 between

EMO, Ergo,

ERPM and

TCTA, sludge

emanating

from this plant is co-disposed

onto the Brakpan/Withok

TSF together with

processed material

from the Ergo plant. Partially

treated water

is then

discharged

by TCTA into

the Elsburg

Spruit. This

agreement

includes

the granting

of access

to the

underground

water basin

through one

of ERPM

shafts and the rental of a site onto which it constructed its neutralisation

plant. In exchange, Ergo and its associate companies

including ERPM

have a set-off

against any future

directives

to make any contribution

toward costs

or capital of

up to R250 million.

Through this

agreement,

Ergo

also secured the right to purchase

up to 30 ML of partially treated Acid

Mine Drainage (“

AMD

”), a day, from TCTA at cost, in order to reduce

Ergo’s reliance on

potable water

for mining and

processing

purposes.

While the

ultimate

amount of

rehabilitation

costs to

be incurred

in the future

is uncertain,

we have

estimated

that as at

June 30,

2021 the

present

discounted

value of

the total

cost of

rehabilitation

for ERPM

is approximately

R8.6 million

(2020: R17.9

million).

A total

of R12.4

million

(2020: R12.0 million)

is held in the Ergo Rehabilitation

Trust Fund for the benefit of ERPM and R24.8 million

(2020: R23.8 million)

is held in

insurance instruments

and is available for

the settlement of these

rehabilitation

costs. The Ergo 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.

Ongoing Legal

Proceedings

Ekurhuleni

Metropolitan

Municipality

(“Municipality”)

Electricity

Tariff Dispute

Refer to Item 18.

‘‘Financial Statements

- Note 24 –

Payments made

under Protest”.

Silicosis

Litigation

Refer to Item 18.

‘‘Financial Statements

- Note 26.1

– Contingencies”.

ITEM 4A. UNRESOLVED STAFF COMMENTS

None.

ITEM 5. OPERATING AND FINANCIAL

REVIEW AND PROSPECTS

This

section

should

read

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.

Comparison of financial performance for the fiscal year ended June 30, 2020 with fiscal year ended June 30, 2019

This comparison analysis can be found in Item 5A of the Company’s

annual report on Form 20-F for the fiscal year ended

June 30,

2020.

5A. OPERATING RESULTS

Business overview

are

South

African

gold

mining

company

engaged

surface gold

tailings retreatment,

including

exploration,

extraction,

processing and

smelting. All

our surface

tailings retreatment

operations, including

the requisite

infrastructure and

metallurgical processing

plants, are located in South Africa.

The success of DRDGOLD’s long-term goal to extract as much gold from its assets as possible and is economically viable depends,

to a large extent, on how effectively it continues to manage its resources.

DRDGOLD’s

strategic thinking

is informed

by principles

of sustainable

development. Our

goal is

to optimally

exploit our

entire

resource over the long term,

thereby seeking sustainable benefits

in respect to the

following capitals, each of which

is essential to our operation

– financial, manufactured, natural, human and social capital.

We also aim to align and overlap the interests of each of these capitals

in such a manner that an investment in any

one translates into

value-add in

as many of

the others as

possible. We

therefore seek to

achieve an enduring

and harmonious alignment

between them, and

pursue these criteria in the feasibility analysis of each investment.

Our profit

for fiscal

year 2021 increased

compared to

fiscal 2020,

mainly due to,

inter alia

, the following:

●

gold production

increased

by 6%

to 5,723kg

together

with an

increase

in gold

sold

by 5%

to 5,734kg.

The increase

in production

reflected

an 11% increase

in throughput

to 29,111t,

offsetting the

4% decrease

in average

yield to 0.197g/t;

and

●

the average

rand gold price

received increased

by 19%.

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 both in terms of dollars and rands;

●

our production tonnages and gold content thereof, impacting on the amount of gold we produce at our operations;

●

our cost of producing gold, including the effects of mining efficiencies; and

●

general economic factors, such as exchange rate fluctuations and inflation, and factors affecting mining operations in South Africa.

Gold price

Our revenues

are derived

primarily from

the sale

of gold

produced at

our surface

tailings retreatment

operations. 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 U.S. 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. In response

to the COVID19

pandemic and measures

taken to deal with the outbreak, investors

globally, as they have in so many previous times of crisis,

turned to gold and

gold stocks

as a safe

haven asset,

leading to a

surge in the

average gold

price during

fiscal 2020

and 2021.

The demand

for and supply

of gold affects

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.

The following table indicates data relating to the dollar gold spot prices for the 2021 and 2020 fiscal years:

2021 fiscal year

2020 fiscal year

Change

$ per ounce

Closing gold spot price on June 30,

1,770

1,781

(1)

Lowest gold spot price during the fiscal year

1,676

1,382

Highest gold spot price during the fiscal year

2,072

1,785

Average gold spot price for the fiscal year

1,850

1,562

All our

operations and

gold production

are based

in South

Africa, and

as a

result, the

impact of

movements in

relevant exchange

rates is significant to our operating results.

The average gold price in rand (based

on average spot prices for the year) increased

by 37% from

R17,914 per ounce in 2019 to R24,466 per ounce in 2020, and increased by 16% to R28,490 per ounce in 2021.

An increase/(decrease) of 20% in the US dollar gold price throughout

fiscal year 2021 would have increased/(decreased) revenue by

approximately R1,053.8 million (2020: R837.0 million).

An increase/(decrease) of 20% in

the Rand to US dollar exchange

rate throughout fiscal year 2021

would have increased/(decreased)

revenue by approximately R1,053.8 million (2020: R837.0 million).

Gold production

In fiscal year 2021,

gold production increased to

183,999 ounces (produced from 29.1

million tonnes milled at an

average yield of

0.197g/t) from 174,385 ounces in fiscal

year 2020 (produced from 26.3 million tonnes

milled at an average yield of

0.206g/t). This was mainly

due to Ergo’s gold production which increased to 137,059 ounces in fiscal year 2021 (produced from 23.0 million tonnes milled at an average

yield of

0.186g/t) from

128,249 ounces

in fiscal year

2020 (produced

from 20.2

million tonnes milled

at an

average yield

of 0.197g/t). The

increase was a

consequence of stable production during fiscal 2021 compared to fiscal 2020 when production suffered from the impact of the

Lockdown, subsequent

cautious ramp-up

and interruptions

in power supply

from Eskom

and the City

of Ekurhuleni.

In fiscal year 2020,

gold production increased to

174,385 ounces (produced from 26.3

million tonnes milled at an

average yield of

0.206g/t) from 155,159 ounces in fiscal

year 2019 (produced from 24.4 million tonnes

milled at an average yield of 0.197g/t).

This was mainly

due to the first full year of gold production

of FWGR resulting in production

of 46,136 ounces (produced from 6.1

million tonnes milled

at an

average yield of 0.237g/t), mitigating the impact of

Ergo’s gold production which

decreased to 128,249 ounces in fiscal year 2020

(produced

from 20.2 million tonnes milled at an average yield

of 0.197g/t) from 144,453 ounces in fiscal year 2019

(produced from 23.2 million tonnes

milled at an average

yield of 0.194g/t).

This was

a consequence

of the

Lockdown,

subsequent

cautious

ramp-up

and interruptions

in power

supply

from Eskom

and the City

of Ekurhuleni.

Cash operating costs

Cash operating costs is a non-IFRS financial measure of performance that

is reported to the group’s chief

operating decision maker

(CODM) and is used

to monitor performance –

refer to Item 18. ‘‘Financial Statements

- Note 23 – Operating Segments”.

For a reconciliation

of this measure see Item 5A.: “Reconciliation of cash cost per kilogram, all-in sustaining costs per kilogram and all-in costs per kilogram”.

Cash operating

costs include

consumables, labor,

specialized service

providers, electricity

and other

related costs

incurred in

the

production of gold. Consumables, water and electricity, labor, specialized service providers and other costs are the largest components of cash

operating costs. A breakdown of cash operating costs into

these costs is described in Item 5A.: “Comparison of financial performance for

the

fiscal year ended June 30, 2021 with fiscal year ended June 30, 2020”.

General economic factors

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 are subject to the

inherent risks and uncertainties of

the industry, and

the

wasting nature of the assets.

Effect of exchange rate fluctuations

For the fiscal years 2021

and 2020, all of

our revenues were generated from

South African operations, all of

our operating costs were

denominated in

rand and

we derived

all of

our revenues

in dollars

before being

translated to

rands. As

the price

of gold

is denominated

dollars which is then translated into

rands, the appreciation of the dollar

against the rand increases our profitability,

whereas the depreciation

of the dollar against the rand reduces our profitability.

In fiscal year 2021

the Rand gold

price received increased by

19% compared to fiscal

year 2020, outperforming the

combined impact

of the average Dollar gold price which increased

by 18% and the average exchange rate of

the rand against the dollar that strengthened

by 2%.

In line with our long-term strategy of being an unhedged gold producer,

we generally 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.

However, during periods

when medium-

term debt is incurred

to fund growth projects and

hence introduce liquidity risk

to the Group, we

may mitigate this liquidity

risk by entering

into hedging instruments to

achieve price protection (refer

Item 11.

Quantitative and Qualitative Disclosures

About Market Risk –

General).

For example in fiscal year

2019 we entered into a hedging

instrument in the form of a

collar in respect of 50,000 ounces

of gold that expired

at the end of May 2019.

Effect of inflation and exchange rates

In the past, our operations have been materially adversely affected by inflation. If there is a significant increase in inflation in South

Africa, our costs will

increase and if such

a cost increase is not

offset by an

increase in the rand

price of gold, this

will negatively affect 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:

Fiscal year ended

Year

ended June 30,

2021

2020

2019

(%)

The average rand/dollar exchange rate (strengthened)/weakened by:

(2)

CPI (inflation rate)

4.9

2.2

4.5

Production

stoppages

due to the

impact of the

COVID-19 pandemic

on current

operations

The Group

temporarily halted its operations at

Ergo and

FWGR on

March 26,

2020 pursuant to

the announcement of

the national

lockdown in South African (“

Lockdown

”). Operations gradually recommenced through April and May 2020. Subsequent lockdowns in fiscal

2021 did not resulting

in any similar

stoppages in production.

(Refer to Item

4D. ‘‘Property, plant and production

– Ergo Production

and FWGR

production”).

Key financial and operating indicators

The table

below presents

the key

performance measurement

data for

the past

two fiscal

years: The

financial results

for the

fiscal

years below are stated in accordance with IFRS as issued by the IASB. The table includes the key performance measures for our business and

its profitability, which are revenue, gold production, gold prices, operating costs, cash operating costs per kilogram, all-in sustaining costs per

kilogram and all-in costs per kilogram, capital expenditure (additions to property, plant and equipment) and Ore Reserves.

Operating data

Year ended

June 30,

2021

2020

Revenue (R'm)

5,269.0

4,185.0

Gold production (ounces)

183,999

174,385

Gold production (kilograms)

5,723

5,424

Gold sold (ounces)

184,352

174,804

Gold sold (kilograms)

5,734

5,437

Average spot gold price (R/kilogram)

915,972

786,601

Average gold price received (R/kilogram)

917,996

768,675

Cost of sales (R'm)

3,388.2

2,937.9

Operating costs (R'm)

3,122.5

2,692.1

Cash operating costs (R'm)

(1)

3,072.7

2,626.0

Cash operating costs (R/kilogram)

(1)

540,338

482,417

All-in sustaining costs (R/kilogram)

(1)

626,247

541,475

All-in costs (R/kilogram)

(1)

643,338

551,646

Additions to property, plant and equipment (R'm)

395.7

182.7

Ore Reserves (million ounces)

5.35

5.73

(1) Cash

operating costs,

cash operating

costs per kilogram,

all-in sustaining

costs, all-in

sustaining costs per

kilogram and

all-in costs

and all-in

costs per kilogram

are non-IFRS financial

measures of performance

that we use

to monitor performance.

A reconciliation of

these measures to the nearest IFRS measure is included in Item 5A.: “Operating Results - Reconciliation of cash cost per

kilogram, all-in

sustaining costs per kilogram and all-in costs per kilogram.”

Revenue

Revenue increased by 26% to R5,269.0

million in fiscal year 2021 from R4,185.0

million in fiscal year 2020 mainly due

to the 5%

increase

in gold sold

from 5,437

kilograms

in fiscal

2020 to 5,734

kilograms

in fiscal

2021 and the

average

rand gold

price received

that increased

by 19% to R917,996

per kilogram.

Refer to Item 5A:. “Operating results: Key drivers of our operating results

and principal factors affecting our operating results”

for a

discussion

regarding the

gold price

received and

sales volumes.

Ore Reserves

As at June 30, 2021, our Ore Reserves (imperial) were estimated at 5.35 million ounces, as compared to 5.73 million ounces at

June 30, 2020. The decrease was mainly because of depletion through ongoing mining activities. The decrease was offset by a non-material

increase in FWGR’s ore reserves despite depletion through ongoing mining activities due to the application of revised modifying factors i.e.

being the dilution from footwall soil and mining loss. The table

below sets

forth our Ore

Reserves as

of the date

indicated:

Year ended

June 30,

2021

2020

Ore Reserves

Ounces

Tonnes

Ounces

Tonnes

‘m ozs

Ergo

2.81

87.42

3.13

97.22

FWGR

2.54

79.03

2.60

80.74

Total Ore

Reserves

5.35

166.45

5.73

177.96

Capital expenditure

During fiscal year 2021 capital expenditure increased by R214.6 million to R395.7 million from R181.1 million in fiscal year 2020.

Ergo’s capital expenditure during fiscal year 2021 increased by R136.5 million to R250.9 million from R114.4 million in fiscal year

2020. This was mainly

due to infrastructure development

for reclamation of the

4L3 and 4L4 dumps

amounting to R47.5 million,

upgrading

the

Brakpan

plant’s

carbon

leach

circuit

provide

capacity

and

achieve

better

efficiencies

amounting

R10.8

million,

the

installation of a

third regeneration kiln

amounting to R13.2

million, both for

additional carbon regeneration

capacity to manage

the planned

higher plant throughput and

as back-up for the two

existing kilns and improved tailings

deposition and recommissioning studies

and designs

for the Brakpan/Withok TSF expansion amounting to R10.2 million.

FWGR’s capital expenditure during fiscal year 2021 increased by R83.2 million to R143.3 million from R60.1 million in fiscal year

2020. This was mainly due

to the construction of an

additional thickener amounting to R40.3

million at reporting date (total

cost is expected

to be approximately

R88 million),

feasibility studies and

designs for Phase

2 amounting to

R32.5 million and

the installation of

a copper elusion

circuit amounting to R12 million.

During fiscal year

2020, capital expenditure

was R181.1 million

primarily consisting of

expenditure incurred on

sustaining capital

expenditure on the Brakpan/Withok TSF,

upgrade of CIL tanks and site establishment costs and authorisations for reclamation sites.

Critical accounting policies

The

preparation

the

consolidated financial

statements

requires

management

make

accounting

assumptions, estimates

and

judgements

that affect the application

of the Group's

accounting policies

and reported amounts

of assets and liabilities,

income and expenses.

their nature, judgements

are subject to an inherent

degree of uncertainty. Accounting

assumptions,

estimates and

judgements are

reviewed on an

ongoing basis.

Revisions

to reported

amounts are

recognized

in the period

in which

the revision

is made and

in any future

periods affected.

Actual

results may

differ from

these estimates.

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.

This discussion

and analysis should

be read in

conjunction

with the

consolidated

financial

statements

and related

notes included

in Item 18.

“Financial

Statements”.

Critical accounting policies that require significant judgment

Management

believes

the following

critical

accounting

policies

require more

significant

judgements

to be used

in the preparation

of our

consolidated

financial

statements

and could potentially

impact our

financial

results and

future financial

performance:

●

Payments

made under

protest: Judgement

regarding the

outcome of

the matter, and

●

Contingencies:

Judgement

regarding the

outcome of

the respective

matters

Payments made

under protest

The assessment

to develop and apply the relevant

accounting policy

for payments made

under protest that

arise from the Municipality

Electricity Tariff Dispute (refer

Item 18. ‘‘Financial

Statements - Note 24

Payments made under protest”) requires the

exercise of significant

judgement.

The judicial

proceedings

that impact

the Payments

made under

protest

are inherently

complex

legal

issues

that are

subject

to uncertainties

and complexities

and are subject

to interpretation.

Contingencies

The assessment

of the impact of contingent

liabilities

require the exercise

of significant judgement

regarding the outcome

of uncertain

future events.

Litigation

and other

judicial

proceedings

inherently

entail complex

legal issues

that are

subject to

uncertainties

and complexities

and

are subject

to interpretation.

Critical accounting policies that require significant assumptions and estimates

Management

believes the

following are

critical accounting

policies which

involve the

more significant

assumptions

and estimates

used

in the preparation

of our consolidated

financial statements,

and are therefore

considered DRDGOLD’s critical

accounting estimates

which could

potentially

impact our

financial

results and

future financial

performance:

●

Depreciation:

Estimation

of the life-of-mine

●

Provision for

environmental

rehabilitation:

Estimation

of future environmental

rehabilitation

costs

●

Income tax:

Estimation

of the deferred

tax rate

●

Payments

made under

protest: Estimation

of the carrying

value and recoverability

●

Other investments:

Estimation

of the fair

value of financial

assets

Depreciation:

Estimation

of life-of-mine

Depreciation

mine plant

facilities and

equipment, as

well as

mining

property and

development (including

mineral rights)

are

calculated using the units of production method which is based on the life-of-mine of each site. The life-of-mine is primarily based on proved

and probable

mineral reserves. It

reflects the estimated

quantities of

economically recoverable

gold that

can be

recovered from

reclamation

sites based on

the estimated

gold price.

Changes in the

life-of-mine will impact

depreciation on a

prospective basis. The

life-of-mine is prepared

using a methodology that takes account of current information

to assess the economically recoverable gold from specific

reclamation sites and

includes the consideration of historical experience.

Provision

for environmental

rehabilitation:

Estimation

of future environmental

rehabilitation

costs

Provisions for environmental

rehabilitation

are provided at the present

value of the costs expected

to be incurred in the future to settle

the obligation 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.

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.

Estimates

of future environmental

rehabilitation

costs are

based on the

Group’s environmental

management

plans which

are developed

in accordance

with regulatory requirements,

the life-of-mine

plan and the planned method

of rehabilitation

which is influenced

by developments

in trends and

technology.

Income tax:

Estimation

of the deferred

tax rate

Deferred tax

is recognized

respect of

temporary differences between the

carrying amounts of

assets and

liabilities for financial

reporting purposes

and the amounts

used for tax

purposes.

The deferred

tax liability

is calculated

by applying a

forecast

weighted average

tax rate

that is based

on a prescribed

formula. The

calculation

of the forecast

weighted average

tax rate requires

the use of assumptions

and estimates

and

are inherently uncertain and could change materially over time. These assumptions and estimates include the expected future profitability and

timing

of the

reversal

of the

temporary

differences.

Due to

the forecast

weighted

average

tax rate

being based

on a

prescribed

formula

that increases

the effective

tax rate with

an increase

in forecast

future profitability,

and vice versa,

the tax rate

can vary significantly

year on year

and can move

contrary to

current period

financial performance.

Payments made

under protest:

Estimation of

the carrying

value and recoverability

The discounted

amount of

the Payments

made under

protest is

determined using

assumptions about the

future that

are inherently

uncertain

and can change

materially over

time and includes

the discount

rate and discount

period.

These assumptions about the future include estimating

the timing of concluding on the main application, i.e. the discount period, the

ultimate settlement terms (refer Item

18. ‘‘Financial

Statements -

Note 24

Payments made under

protest”), the discount

rate applied and

the

assessment

of recoverability.

Recognition

and measurement

The asset that arises from the Ekhurhuleni electricity dispute (refer Item 18. ‘‘Financial Statements - Note 24

Payments made under

protest”) and that are payments made under protest is

initially measured at a discounted amount and any

difference between the face value of

payments made

under protest

and the discounted

amount on initial

recognition is

recognised

in profit or loss

as a finance expense.

Subsequent to

initial recognition, the Payments made under

protest is measured using

the effective interest method to

unwind the discounted amount to

the

original face value

less any write downs for recovery. Unwinding

of the carrying value and

changes in the discount

period are recognised

in the

statement

of profit or

loss.

Assessment

of recoverability

The discounted amount of the payments under protest is assessed at

each reporting date to determine whether there is any

objective

evidence that the full amount

is no longer expected to be recovered.

The Group considers the reasonable

and supportable information

related to

the

creditworthiness of Ekurhuleni

Metropolitan Municipality and

events surrounding

the outcome

the

Main Application

(refer Item

18.

‘‘Financial Statements

- Note 24 Payments

made under

protest”).

Any write

down is recognised

in the statement

of profit or

loss.

Other investments:

Estimation

of the fair

value of financial

assets

The fair value of

other investments are determined using assumptions about the future that

are inherently uncertain and can change

materially over time.

It includes several

assumptions that are based

on both

observable and unobservable inputs. Assumptions applied in

the

estimation

of the fair

value of the

investment

in Rand Refinery

include the

following:

Amounts in R million

Observable/unobservable

Unit

2021

2020

Rand Refinery operations

Average gold price

Observable input

R/kg

847,317

852,098

Average silver price

Observable input

R/kg

11,751

9,453

Average South African CPI

Observable input

4.4

4.8

South African long-term government bond rate

Observable input

9.5

Terminal growth rate

Unobservable input

4.4

5.0

Weighted average cost of capital

Unobservable input

15.1

Investment in Prestige Bullion

Discount period

Unobservable input

Year

Cost of equity

Unobservable input

16.5

13.2

Marketability and minority discounts (both

unobservable inputs) were also applied

of 16.5%

and 17.0%

(2020: 16.5% and

17.0%)

respectively. The latest budgeted cash flow

forecasts provided by Rand Refinery as

at June

30, 2021 was

used, and therefore classified as an

unobservable

input into

the models.

New standards, amendments to standards and interpretations

Refer to Item 18. ‘‘Financial Statements - Note 3 – New standards, amendments to standards and interpretations”

for a discussion of

relevant standards,

amendments to standards

and interpretations

that may be applicable

to the business of the Group

and may have an impact

future consolidated

financial

statements.

Comparison of financial performance for the fiscal year ended June 30, 2021 with fiscal year ended June 30, 2020

Gold revenue

The following table illustrates the year-on-year change in gold revenue for fiscal year 2021 in comparison to fiscal year 2020:

R million

Total

Impact of change in amount

of gold sold

Impact of

change in

gold price

Net change

Total

gold revenue

2020

2021

Ergo

3,060.5

221.3

658.0

879.3

3,939.9

FWGR

1,118.7

6.2

199.0

205.2

1,323.9

Consolidated

4,179.2

227.5

857.0

1,084.5

5,263.8

Gold revenue increased by

R1,084.5 million,

or 26%, to R5,263.8 million

during fiscal year 2021.

This was

mainly due

to the

average

rand gold price

received

which increased

by 19% to R917,996

per kilogram

as well as

gold sold having

increased by

5%. The increase is mainly

due to Ergo’s gold production

which increased

by 7%, a consequence

of more stable

production

during fiscal

2021 compared

to fiscal

2020 when

production suffered

from the impact

of the Lockdown,

subsequent cautious

ramp-up and interruptions

in power supply

from Eskom and

the City

of Ekurhuleni.

Cost of sales

amounted to R3,388.2

million in fiscal

year 2021, consisting

mainly of operating

costs of R3,122.5

million, depreciation

R252.5

million,

movement

gold

process

R25.6

million

and

positive

movement

the

change

estimate

environmental

rehabilitation of R12.4 million. These are discussed as follows:

Operating costs

Operating costs increased by 16.0% to R3,122.5 million for fiscal year

2021 compared to R2,692.1 million for fiscal year 2020. The

increase is mainly due

to a 13% increase in

Ergo’s throughput

to 23.0Mt compared to 20.2Mt

in fiscal year 2020

and a 15% electricity tariff

increase by power utility Eskom which came into effect in April 2021.

Depreciation

Depreciation charges were

R252.5 million for

fiscal year

2021 compared to

R270.8 million for

fiscal year

2020. Depreciation charges

decreased as a result of an increase in the life of mine for both Ergo and FWGR.

Change in estimate of environmental rehabilitation

As of June 30,

2021, we estimate our total

environmental rehabilitation provision, being the

discounted estimate of future

costs, to

be R570.8 million as compared

to R568.9 million at June

30, 2020.

A change in estimate of environmental rehabilitation of R12.4

million was

recognized due

to changes

in the

estimated timing

of the

vegetation of

reclamation sites,

as well

as an

increase in

contractor rates

for the

establishment of vegetation based on ongoing test work performed.

A total

of R564.7 million

was invested in

our various

environmental trust

funds as

at the

end of

fiscal year

2021, as

compared to

R542.2 million at

the end

of fiscal

year 2020.

The increase

is attributable

primarily due

to R

22.5 million

interest received

on these

funds

during fiscal

year 2021.

A total

of R87.5 million

(2020: R83.8 million)

is invested

in funds held in insurance instruments to secure financial

guarantees provided to the DMR

through an insurance cell captive

company, the

Guardrisk Cell Captive. The increase

is attributable to R3.7

million interest received on

these funds during fiscal

year 2021. As at June 30, 2021, guarantees

amounting to R430.1

million were in issue

the

DMR

(2020:

R427.3 million).

The

shortfall

between

the

invested

funds

and

the

estimated

provisions

expected

financed

contributions to the

Guardrisk Cell Captive

from time to

time as required

over the remaining

production life of

the respective mining

operations

and, at the time of mine closure, the proceeds on the disposal of remaining assets and gold from plant clean-up.

Movements in gold in process

Movement in gold in

process in fiscal

year 2021 amounted to

R25.6 million mainly

due to a decrease

in the lock up

of gold in

process

at the plants and finished inventories - Gold Bullion.

Administration expenses and general costs

Administration expenses and general costs decreased by R245.9 million from R309.9 million in fiscal

year 2020 to R64.0 million in

fiscal year

2021. Administration

expenses and

general costs

in fiscal

year 2021

included a

share-based payments

benefit of

R44.3 million

(2021: share-based payments expense of R218.1 million). The share-based payment

benefit in 2021 is mainly due to the remeasurement

of the

cash-settled share-based

payment liability

at a seven-day

volume weighted

average price (VWAP)

of the

DRDGOLD share from

R25.14 at

June 30, 2020 to R18.62 at November 5, 2020. This liability was fully settled on November 5, 2020.

Finance income

Finance income increased

from R109.8 million in

fiscal year 2020 to

R216.2 million in fiscal year

2021, mainly due

to a dividend

received from Rand Refinery of R72.3

million (2020: nil) and an increase

in interest income earned of R46.7 million

mainly due to higher

cash

and cash equivalents

balances during

the year.

Finance expense

Finance expenses increased

from R68.8 million

in fiscal year

2020 to R69.5 million

in fiscal year

2021, mainly attributable

to the

unrealized

foreign

exchange

loss

R8.4

million

fiscal

2021

compared

nil

fiscal

2020.

The

unwinding

the

provision

for

environmental rehabilitation decreased by R7.3 million as a result of a lower provision estimated as at June 30, 2020.

Income tax

Income tax amounted to a charge of R523.8 million for fiscal year 2021 (2020: charge of R343.9 million) and consisted of a current

tax charge of R423.7 million (2020: charge of R263.2 million)

and deferred tax charge of R100.0 million (2020: deferred tax charge of R80.7

million).

The current tax increased

to R423.7 million in

fiscal 2021 from R263.2

million in fiscal 2020

mostly due to an

increase in the taxable

mining income

of both

Ergo and

FWGR resulting

mainly from

the increase

in the

Rand gold

price received.

The current

tax expense

was

mitigated by the full redemption of

capital expenditure incurred during the fiscal year 2021

and resulted in the deferred tax charge

of R100.0

million.

The forecast

weighted average

deferred tax

rate for

both Ergo

and FWGR

remained unchanged

in fiscal

year 2021

at 25.0%

and

30.0% respectively.

Non-IFRS Measures

Set forth below is a discussion of non

-IFRS measures presented in this report, including a

reconciliation of such measures from the

nearest measure under IFRS, as well as an explanation as to why we believe that presentation of such

information provides useful information

to investors and additional purposes, if any, for which we use such measures.

Adjusted earnings before interest, tax, depreciation and amortization (“Adjusted EBITDA”)

Set forth below

is a

presentation of our

Adjusted EBITDA, which

is a

non-IFRS measure, including

the items

included in this

measure

and a reconciliation from profit for

the year.

Our calculation of Adjusted EBITDA

is based on the calculation of

this measure as included in

our

RCF

agreement

and

may not

comparable

similarly

titled measures

other

companies.

Adjusted

EBITDA

not

measure

performance under

IFRS and

should be

considered in

addition to,

and not

as a

substitute for,

other measures

of financial

performance and

liquidity. We

consider Adjusted EBITDA for the purpose of evaluating compliance with the covenants imposed by the Company’s borrowing

agreements entered into

during fiscal

2019. The Group

considers the

presentation of

Adjusted EBITDA provides

useful information to

investors

to enable investors to assess compliance with our covenants in the RCF agreement.

Year ended,

June 30

Reconciliation of adjusted EBITDA

2021

2020

Profit for the year

1,439.9

635.0

Income tax

523.7

343.9

Profit before tax

1,963.6

978.9

Finance expense

69.5

68.8

Finance income

(216.2)

(109.8)

Results from operating activities

1,816.9

937.9

Depreciation

252.5

270.8

Share based payment (benefit)/expense

(28.3)

224.1

Change in estimate of environmental rehabilitation recognised in profit or loss

(12.4)

(21.9)

Gain on disposal of property, plant and equipment

(0.1)

(0.7)

IFRS 16 Lease payments

(15.8)

Transaction costs

3.1

1.4

Adjusted earnings before interest, tax depreciation and amortisation ("Adjusted EBITDA")

2,015.9

1,411.6

The amended RCF includes IFRS 16 lease payments in the calculation of the adjusted EBITDA.

See Glossary of Terms for definitions.

Cash operating costs, cash operating costs per kilogram, all-in sustaining costs and all-in costs per kilogram

Cash operating costs per

kilogram, all-in sustaining costs

per kilogram and all-in

costs per kilogram are

non-IFRS financial measures

that should not

be considered by

investors in isolation

or as alternatives

to cost of

sales, 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 World Gold Council has provided guidance for the calculation of cash operating costs, cash

operating

costs

per

kilogram,

all-in

sustaining

costs

and

all-in

costs

per

kilogram,

such

measurements

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,

believe

that

these

measures

are

useful

indicators

investors

and

our

management

individual

mine's

performance

and

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 margin per kilogram, by comparison of the cash operating costs per kilogram to the price of gold; and

●

a benchmark of performance to allow for comparison against other mines and mining companies.

For fiscal

year 2021,

consolidated cash

operating costs

per kilogram

increased by

12% to

R540,338 per

kilogram from

R482,417 per

kilogram in fiscal year 2020. Consolidated all-in sustaining costs

per kilogram increased by 16% to R626,247 per

kilogram in fiscal year 2021

from R541,475 per kilogram

in fiscal year 2020.

Consolidated all-in costs per

kilogram increased by 17%

to R643,338 per kilogram

of gold

in fiscal 2021 from R551,646 per kilogram of gold in fiscal year 2020.

The increase in consolidated cash operating costs

per kilogram,

all-in sustaining costs

per kilogram and all-in costs per kilogram

was

mainly due to an

increased in cash

operating costs, which is

due to a

13% increase in Ergo’s throughput to

23.0Mt in fiscal

year 2021 compared

to 20.2Mt in

fiscal year 2020

and a 15%

tariff increase by

power utility Eskom

which came into

effect in April

2021. At FWGR,

there was

increased electricity usage due to fiscal 2021 being the first full year of milling.

The

increase

sustaining

capital

expenditure

during

fiscal

year

2021

contributed

the

increase

all-in

sustaining

costs

per

kilogram. The increase in

growth capital expenditure

incurred during fiscal year

2021 similarly contributed to

the increase in all-in

costs per

kilogram.

Reconciliation of cash operating costs, cash operating costs per kilogram, all-in sustaining costs, all-in

sustaining costs per kilogram, all-in costs and all-in costs per kilogram

R millions

2021

2020

Cost of sales

3,388.2

2,937.9

Depreciation

(252.5)

(270.8)

Change in estimate of environmental rehabilitation

12.4

21.9

Movement in gold in process

(25.6)

3.1

Operating costs

3,122.5

2,692.1

Ongoing rehabilitation expenditure

(48.3)

(24.3)

Care and maintenance costs

(3.9)

(11.1)

Other operating income/(costs)

2.4

(30.7)

Cash operating costs

3,072.7

2,626.0

Movement in gold in process

25.6

(3.1)

Administration expenses and other costs excluding non-recurring items

109.7

96.1

Other operating income/(costs)

(2.4)

30.7

Change in estimate of environmental rehabilitation

(12.4)

(21.9)

Unwinding of rehabilitation provision

44.7

52.0

Sustaining capital expenditure

353.0

164.2

All-in sustaining costs

3,590.9

2,944.0

Care and maintenance costs

3.9

11.1

Ongoing rehabilitation expenditure

48.3

24.3

Transaction costs

3.1

1.4

Growth capital expenditure

42.7

18.5

All-in costs

3,688.9

2,999.3

Gold produced (kilograms)

5,723

5,424

Cash operating costs per kilogram (R per kilogram)

540,338

482,417

All-in sustaining costs per kilogram (R per kilogram)

626,247

541,475

All-in costs per kilogram (R per kilogram)

643,338

551,646

Reconciliation of sustaining capital expenditure and growth capital expenditure

Additions - property, plant and equipment owned

395.7

182.7

Less

Growth capital expenditure

42.7

18.5

Sustaining capital expenditure

353.0

164.2

Decrease from 2020 to 2021 of other operating costs as a result of reduction in costs at the Company's

training centre as a result of a change in structure of the centre

See Glossary of Terms for definitions.

Cash operating costs

Cash operating costs are linked directly to the level of throughput of a specific fiscal year.

The following table

illustrates the year-on-year

change in

cash operating costs

for fiscal year

2021 in comparison

with fiscal year

2020

R million

Cash operating

costs

Impact of change in

throughput

Impact of change in

costs

Net change

Cash operating

costs

2020

2021

Ergo

2,274.0

306.2

86.3

392.5

2,666.5

FWGR

352.0

6.2

48.0

54.2

406.2

Total

2,626.0

312.4

134.3

446.7

3,072.7

Cash operating costs

in fiscal year

2021 increase by

R446.7 million to

R3,072.7 million compared

to cash operating

costs of R2,626.0

million in fiscal

year 2020.The increase

is mainly due to

a 13% increase

in Ergo’s throughput to 23.0Mt

in fiscal year

2021 compared to

20.2Mt

in fiscal year 2020 and a 15% tariff increase by power utility Eskom which came into effect in April 2021 and an increase in electricity usage

at FWGR due to fiscal 2021 being the first full year of milling.

The following

table lists

the major

components of

cash operating

costs for

the Group

for each

operation and

fiscal year

set forth

below respectively:

Ergo

FWGR

Years ended

Year ended

Costs

2021

2020

Costs

2021

2020

Consumables

28%

30%

Consumables

33%

31%

Labor

19%

22%

Labor

20%

22%

Electricity and water

18%

Specialized service providers

16%

17%

Electricity and water

19%

12%

Machine hire

Security expenses

Other costs

11%

Other costs

12%

20%

5B. LIQUIDITY AND CAPITAL

RESOURCES

Cash flows

from operating

activities

Cash generated

from operating

activities

amounted to

R1,573.4 million

for fiscal

year 2021 (fiscal

year 2020:

R1,128.9 million).

Cash generated

from operating

activities

increased

during fiscal

year 2021 mostly

due to a 5% increase

in gold sold and a

19% increase

in the average rand gold price

received to R917,996 per

kilogram. In addition,

interest received increased by

R42.2 million to

R105.9 million,

mainly due

to higher cash and cash equivalents balances

during the year and the Group received dividends from Rand

Refinery amounting to

R72.3 million (2020: nil).

The increase in cash

inflows was partially mitigated by a

R212.0 million increase in current tax paid

to R452.1 million and

the net

movement

in working capital

that amounted

to a cash

outflow of R194.9

million in

fiscal year

2021.

Cash flows

from investing

activities

Net cash

utilized by

investing

activities

amounted to

R446.6 million

in fiscal

year 2021

compared

to R202.5 million

in fiscal

year 2020.

In fiscal

year 2021,

net cash

utilized by

investing activities consisted mainly of

R395.7 million in

additions to

property, plant

and

equipment and R51.0 million spent

on environmental rehabilitation payments. These outflows were reduced by R0.1

million proceeds on the

disposal of

property, plant and

equipment.

In fiscal

year 2020,

net cash

utilized by

investing activities consisted mainly of

R181.1 million in

additions to

property, plant

and

equipment and R22.1 million spent

on environmental rehabilitation payments. These outflows were reduced by R0.7

million proceeds on the

disposal of

property, plant and

equipment.

Cash flows

from financing

activities

Net cash outflow from financing activities

was R653.5 million in fiscal year 2021 compared

to net cash inflows of R509.2 million in

fiscal year

2020.

During fiscal

year 2021,

the net cash

outflow consisted

mostly of dividends

paid on ordinary

shares amounting

to R640.9 million.

During fiscal

year 2020,

the

net cash inflow

consisted

mostly of proceeds

received on

the issue

of ordinary

shares to Sibanye-Stillwater

amounting to

R1,085.6 million

offset by dividends

paid on ordinary

shares amounting

to R564.5 million.

Cash and cash

equivalents

Cash and cash equivalents as at June 30, 2021

amounted to R2,180.0 million compared to R1,715.1 million at the end of fiscal year

2020.

Substantially

all of our cash

and cash equivalent

balances were

denominated

in South African

rand. Cash and

cash equivalent

denominated

in foreign

currency amounted

to USD 3.4

million at

June 30, 2021

compared

to nil at the

end of fiscal

year 2020.

Cash and

cash equivalents

as at June

30, 2021 includes

restricted

cash related

to guarantees

of R10.4 million

compared

to R19.3 million

at the end

of fiscal

year 2020.

At September

30, 2021,

our cash and cash equivalents were R1,898.9 million.

Borrowings

and funding

June

30,

2021

and

September

30,

2021,

our

external sources

capital included

our

RCF

described in

Item

10C.

Material

Contracts’’.

In September 2020 the RCF was amended as described in Item

10C. “Material Contracts”.

The amendments include

a reduction in

the size of the

facility from R300million to

R200 million as well as

removing any commitment towards

the performance guarantee issued

Ekurhuleni Metropolitan Municipality. No amounts were drawn under this facility as of June 30, 2021 or September 30, 2021.

Anticipated funding requirements and sources

Our cash

and cash

equivalents are set

out above

under “Cash

and cash

equivalents”. Our management believes

that existing

cash

resources, net

cash generated

from

operations and

the

availability of

negotiated funding

facilities will

sufficient to

meet

the

anticipated

commitments of our existing operations

for fiscal year 2022. As a result of the significant increase

in the gold price, at September 30, 2021 the

Group has

a cash

and cash

equivalents balance of R1,898.9

million. In addition,

the Group has

an undrawn

R200 million RCF

available as

additional

backstop liquidity.

Liquidity

has been enhanced

by the continued

high rand gold

price levels.

5C. RESEARCH

AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

DRDGOLD

has a

dedicated

team that

looks at

ways and

means

of improving

recoveries.

While the

team remains

active with

an ongoing

focus on improving

extraction efficiencies,

the projects undertaken

during the year

ended June 30, 2021

were focused

on optimizing the

existing

facilities

rather than

implementing

new technologies

to improve

extraction

efficiencies.

We have no registered

patents or

licenses.

5D. TREND INFORMATION

In response

to the

COVID-19

pandemic

and measures

taken to

address

the outbreak,

investors

globally, as

they have

in so

many previous

times of crisis,

turned to gold and

gold stocks as

a safe haven asset,

leading to a surge

in the average

gold price during

fiscal 2020 and

2021. The

rand/dollar exchange rate remained volatile throughout the year mainly as

a result of

economic uncertainty and perceived political instability,

global market

slowdown sentiment,

tensions between

the USA and

China, low

economic growth,

and a seemingly

terminally

distressed

Eskom.

Any sustained

decline in

the market

price of

gold from

the current

elevated gold

price levels

would adversely

affect us,

and any

decline in

the price

of gold

below the

cost of

production could

result in

the closure

of some

or all

of our

operations which

would result

significant costs and expenditure, such as,

incurring retrenchment costs earlier than expected

which could lead to a decline

in profits, or losses.

In addition, as most of our production costs are in rands, while gold is sold in dollars and then converted to rands, our results of operation and

financial condition

have been

and could

be in

the future

materially affected

by an

appreciation in

the value

of the

rand. Accordingly,

any

sustained decline in

the dollar price

of gold and/or

the strengthening

of the South

African rand

against the dollar

would negatively and

adversely

affect our business, operating results and financial condition.

For the fiscal year 2022,

we are planning Group gold production

of 160,000 (4 977kg) to 180,000

(5 599kg) ounces

at cash operating

unit cost of

approximately

R600,000 per

kilogram and

expect a capital

investment

of approximately

R600 million.

Reconciliation of budgeted cost of sales to budgeted cash operating costs (R’million)

Cost of sales

3,502.9

Reconciling items

(327.5)

Cash operating costs

3,175.4

Includes expected depreciation

of R270.6 million, ongoing environmental expenses

of R49.7 million, care and maintenance expenses of R6.7 million and other

operating

expenses

of R0.5 million

See glossary

of terms

for definition

Rounding of

figures may

result in computational

discrepancies

Our ability to meet the full year’s production target could be impacted by COVID-19 in a number of ways, including potential

further national

lockdowns,

stoppages

in production

due to

outbreaks

of infections

in our

workforce

and interruptions

to our

supply chain.

It could

also be

impacted

by lower

grades,

failure

to achieve

the throughput

targets

set at

Ergo and

FWGR,

power interruptions

and other

risks (refer

Item 3D.

Risk Factors—

Risks related to our business and operations and “–Forward Looking Statements”).

are also subject to cost pressures in the event of

above

inflation increases

in labor, electricity

and water; crude

oil and steel costs.

Unforeseen changes

in ore grades and

recoveries,

unexpected changes

in the quality or quantity

of reserves and

resource, technical

production issues,

environmental

and industrial accidents,

gold

theft, environmental

factors and pollution could adversely

impact the production, sales

and cash operating costs for fiscal year

2022 and cause us to fail to meet our

targets for

the year.

Refer to Item 5A.: “Key drivers of our operating

results and principal factors affecting

our operating results” for a discussion of the

trends

in the US Dollar

gold price

as well as

exchange rates

impacting our

business.

Set forth below

is our summary

results for

the first

quarter of

fiscal 2022.

This information

has not been

audited.

Operating results

for the quarter

ended September

30, 2021

Quarter ended

Sep 30, 2021

Jun 30, 2021

% change

Production

Gold produced

1,449

1,357

46,587

43,629

Gold sold

1,428

1,365

45,912

43,886

Ore milled

Metric (000't)

7,421

7,506

-1%

Yield

Metric (g/t)

0.195

0.181

Reconciliation of adjusted EBITDA

Profit for the period

217.3

240.7

Income tax

87.8

67.6

Profit before tax

305.1

308.3

Finance expense

12.6

24.7

Finance income

(35.0)

(78.8)

Results from operating activities

282.7

254.2

Depreciation

68.8

62.9

Share based payment (benefit)/expense

4.2

4.7

Change in estimate of environmental

(12.4)

Gain on disposal of property, plant and

IFRS 16 Lease payments

(5.2)

(7.9)

Transaction costs

0.3

1.6

Adjusted EBITDA

1,2*

350.8

303.1

The amended RCF includes IFRS 16 lease

See Glossary of Terms for definitions.

* The adjusted EBITDA may not be comparable to similarly titled measures of other companies. Adjusted EBITDA is not a measure of performance under IFRS and should be

considered in addition to, and not as substitute for other measures of financial performance and liquidity

Reconciliation of cash operating costs, cash operating costs per kilogram, all-in sustaining costs, all-in sustaining

costs per kilogram, all-in costs and all-in costs per kilogram

(R'millions)

Cost of sales

892.6

851.7

Depreciation

(68.8)

(62.9)

Change in estimate of environmental

12.4

Movement in gold in process

37.9

(0.5)

Operating costs

861.7

800.7

Ongoing rehabilitation expenditure

(9.6)

(7.5)

Care and maintenance costs

(2.2)

1.6

Other operating income/(costs)

(3.3)

18.3

Cash operating costs

846.6

813.1

Movement in gold in process

(37.9)

0.5

Administration expenses and other costs

excluding non-recurring items

27.5

16.3

Other operating costs

3.3

(18.3)

Change in estimate of environmental

(12.4)

Unwinding of rehabilitation provision

12.2

8.6

Sustaining capital expenditure

74.8

106.7

All-in sustaining costs

926.5

914.5

Care and maintenance costs

2.2

(1.6)

Ongoing rehabilitation expenditure

9.6

7.5

Transaction costs

0.3

1.6

Growth capital expenditure

13.9

9.1

All-in costs

952.5

931.3

Quarter ended

September 30,

June 30, 2021

% change

Price and costs

Average gold price received

R per kg

839,983

821,647

US$ per oz

1,786

1,810

-1%

Cash operating costs

R/t

114

108

US$/t

Cash operating costs

R per kg

566,317

595,824

-5%

US$ per oz

1,204

1,312

-8%

All-in sustaining costs **

R per kg

648,880

669,744

-3%

US$ per oz

1,380

1,475

-6%

All-in cost **

R per kg

667,157

681,905

-2%

US$ per oz

1,419

1,550

-8%

Capital expenditure

Sustaining

74.8

106.7

-30%

US$m

5.1

7.6

-33%

Non-sustaining/growth

13.9

9.1

53%

US$m

0.6

67%

Average R/US$ exchange rate

14.63

14.12

Reconciliation of sustaining capital

Additions - property, plant and equipment

88.7

115.8

Less

Growth capital expenditure

74.8

106.7

Sustaining capital expenditure

13.9

9.1

See Glossary of Terms for definitions.

Rounding of figures may result in computational discrepancies

All-in cost definitions based on the guidance note on non-GAAP Metrics issued by the World Gold Council on 27 June 2013

Gold production

increased

by 7% from

the previous

quarter to

1,449kg primarily

due to a 8%

increase

in yield. Gold

sold increased

5% to 1,428kg.

Although increases

in electricity

and labour costs

with effect

from July 2021

resulted in

higher cash

operating costs,

the increase

in the

number of gold

units produced

and sold resulted

in a 5% decrease

in cash operating

costs per

kilogram to R566,317/kg.

The cash

operating cost

per ton of material

processed increased

by 6% to R114/t.

All-in sustaining

costs per

kilogram and

all-in costs

per kilogram

were R648,810/kg

and R667,017/kg,

respectively, decreasing

quarter

on quarter

mainly due

to a decrease

in sustaining

capital expenditure.

Adjusted EBITDA

increased by

16%

from the previous

quarter to

R350.8 million

primarily

due to a 5%

increase

in gold sold

and a

2% increase

in the average

Rand gold price

received of

R839,983/kg.

Payment of

the final

dividend declared

for the fiscal

year ended

June 30, 2021

of R345.2 million

and negative

working capital

changes

of R173.5 million

at September

30, 2021 reduced

cash and cash

equivalents

by R276.8 million

to R1,903.2

million at

September

30, 2021 (June

30, 2021: R2,

180 million).

External

borrowings

remained

at Rnil as

at September

30, 2021 (June

30, 2021: Rnil).

The cash

generated during

the current

quarter will,

inter alia

, be applied

towards the

Company’s extended

capital expenditure

programme

for the fiscal

year ending June

30, 2022. Despite

the capital

expenditure

planned for

the fiscal

year, the Company

remains in

favourable

position to,

in the absence

of unforeseen

events, consider

declaring

an interim

cash dividend

in February

2022.

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

Between

More than

5 years

1 year

1-3 years

3-5 years

R m

Provision for environmental rehabilitation

570.8

53.0

134.9

91.7

291.2

Lease liabilities

54.8

16.9

26.9

10.0

1.0

Trade and other payables

509.8

Purchase obligations – contracted capital expenditure

65.5

Other contractual obligations

1.4

Total contractual and cash obligations

1,202.3

646.6

161.8

101.7

292.2

Represents planned capital expenditure for which contractual obligations exist.

Gold

mining

companies

are

subject

extensive

environmental

regulations

the

various

jurisdictions

which

they

operate.

These

regulations establish certain conditions on

the conduct of our

operations. Pursuant to environmental regulations,

we are also obliged to

our operations and

reclaim and rehabilitate

the lands upon

which we

have conducted our

mining and gold

recovery operations. The

estimated

closure

costs

existing

operating

mines

and

mines

various

stages

closure

are

reflected

this

table.

For

information

environmental

rehabilitation

obligations,

see

Item

4D.

“Property,

Plant

and

Equipment”

and

Note

“Provision

for

environmental

rehabilitation” under Item 18. “Financial Statements".

5G.

SAFE HARBOR

See ‘Special

Note Regarding

Forward-Looking

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 at June

30, 2021, our

board consisted

ten 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.

Mr Geoffrey Campbell’s tenure as a director and chairman of the board of directors of the Company will come to an end with effect

from December 1, 2021. Mr Timothy Cumming,

a non-executive director

of the Company, will replace Mr Campbell as chairman

of the Board

and the nominations

committee with

effect from December

1, 2021 subject

to shareholder

approval at

the Annual General

Meeting to be held

November 29,

2021.

In order to ensure

good corporate

governance

in accordance

with the recommendations

of the King IV

Report on Corporate

Governance

for South Africa

2016, Mr Edmund

Jeneker will

remain as

the lead independent

director of

the Company.

Mrs Toko

Mnyango, an

independent non-executive director of the

Company, has

been appointed as

a member

of the

nominations

committee

with effect from

August 19, 2021

The address

of each of

our Executive

Directors

and non-executive

directors

is the address

of our principal

executive

offices.

Executive

Directors

Daniël (Niel)

Johannes Pretorius

(54)

Chief Executive

Officer. Niël Pretorius

has two

decades of

experience

in the mining

industry. He

was appointed Chief Executive Officer designate

of DRDGOLD on August 21, 2008 and Chief Executive Officer on January 1, 2009. Having

joined the company on May 1,

2003 as legal advisor, he

was promoted to Group Legal Counsel on September 1, 2004

and General Manager:

Corporate Services on

April 1,

2005. Niël

was appointed Chief

Executive Officer of

Ergo Mining

Operations Proprietary Limited (formerly

DRDGOLD SA)

on July 1, 2006

and became

Managing Director

thereof on April

1, 2008.

Adriaan

(Riaan)

Jacobus

Davel

(45)

Chief

Financial Officer.

Riaan

Davel

joined

DRDGOLD

January

2015.

Before

joining

DRDGOLD, he gained

17 years’ experience

in the professional

services industry, the

majority obtained

in the mining

industry in Africa.

As part

of gaining

that experience,

Riaan provided

assurance

and advisory

services,

including support

and training

on IFRS

to clients

and teams

across the

African continent.

He has

spent seven

years at

KPMG as

an audit

partner, performing,

inter alia

, audits

of listed

companies

in the mining

industry,

including SEC

registrants.

Riaan has

also gained

experience

as an IFRS

technical

partner and

represented

the South African

Institute of

Chartered

Accountants

on the

International

Accounting

Standards

Board’s project

on extractive

activities

from 2003

to 2010.

Riaan

has served

on committees

that compile/update the South African codes for reporting and valuation

of mineral reserves and resources.

Riaan is a member of

the Social &

Ethics Committee

of DRDGOLD.

Non-Executive

Directors

Geoffrey Charles

Campbell (60).

Geoffrey Campbell was

appointed a

Non-executive Director in

2002, a

senior independent non-

executive

director

in December

2003 and Non-executive

Chairman

in October

2005. A qualified

geologist,

he has worked

on gold mines

in Wales

and Canada. He spent 15 years as a stockbroker

before becoming a fund manager, managing

the Merrill Lynch Investment Managers

Gold and

General Fund, one of the

largest gold mining

investment

funds. He was also research

director for Merrill

Lynch Investment Managers.

Geoffrey

is a director

of Oxford Abstracts

Limited. Geoffrey

chairs the

Nominations

Committee

of DRDGOLD.

Edmund Abel

Jeneker (59)

. Edmund Jeneker was appointed Non-executive Director in November 2007 and Lead Independent

Non-

executive

Director

August

2017.

has

than

years’

experience

executive

banking,

business

strategy,

advisory

and

management at Grant Thornton South

Africa Proprietary Limited, Swiss Re

Corporate Solutions Advisors South Africa

Proprietary Limited,

the World

Bank Competitiveness Fund

and Deloitte South

Africa.

He spent over

13 years at

Absa Bank and

Barclays Africa, where

he was

Managing Executive

and served

as director

on the

boards of

several subsidiary

companies in

the ABSA

Bank Group.

Edmund is

active in

community social upliftment

and served

as a member

of the Provincial

Development Commission of

the Western Cape Provincial

Government.

He currently serves

on the National

Social Ethics Forum

of the Institute

of Directors, Chairman

of the BADISA

Investment Committee and

serves on

the board

of the

Cape Town

Philharmonic Orchestra.

He is

a Chartered

Director (SA)

with a

focus on

Board Development

and

Strategy, Climate Change and ESG. Edmund

chairs the Social & Ethics Committee and is a member of the Remuneration Committee and the

Nominations Committee of DRDGOLD.

Johan Andries

Holtzhausen

(75)

. Johan Holtzhausen holds a B.Sc.

(Geology and Chemistry) from the University

of Stellenbosch and

a B. Compt.

(Hons) from the University

of South Africa.

He has been a

Chartered Accountant (South

Africa) since 1975. He

was appointed

independent Non-executive Director in on April 25, 2014. He has more than 42 years’ experience in the accounting profession, having served

as a senior

partner at

KPMG Services Proprietary

Limited, and

held the

highest Generally Accepted

Accounting Principles

(United States),

Generally

Accepted Auditing

Standards and

Sarbanes-Oxley Act

accreditation

required to

service clients

listed on

stock exchanges

in the

United States. His

clients included major

corporations listed in

South Africa, Canada,

the United Kingdom,

Australia and the

United States.

Johan

currently

serves

voluntary

independent

director

and

chairman

the

Audit

and

Risk

Committee

the

Tourism

Enterprise

Partnership. He

also chairs

the Audit

and Risk

Committee of

Tshipi

é Ntle

Manganese Mining

Proprietary Limited.

He is

a Non-executive

Director of Caledonia

Mining Corporation Plc, a

Canadian corporation listed in

the United States and

the United Kingdom. Johan

chairs the

Audit Committee and is a member of the Remuneration Committee and the Nominations Committee of DRDGOLD.

Jean Johannes

Nel (49). Jean Nel was appointed as an independent Non-executive Director on November 30, 2018. He qualified as

a CA(SA)

in 1998

obtained the

CFA

(AIMR) qualification.

Mr.

Nel has

20 years

of mining

finance and

mining executive

and operational

management experience. He was appointed to the Aquarius Platinum Board in April 2012 and became CEO of the Group in November 2012,

a position he

held until Aquarius

Platinum was acquired

by Sibanye- Stillwater

in April 2016.

From April 2016

to January 2017

he was the

CEO of the Platinum division of Sibanye Stillwater. He is currently a non-executive director of Mimosa Investments which owns the Mimosa

platinum mine in Zimbabwe

and Northam Platinum

. Jean chairs the

Remuneration Committee and

is a member of

the Audit Committee and

the Risk Committee of DRDGOLD.

Toko Victoria Buyiswa Nomalanga Mnyango

(56). Toko Mnyango was

appointed independent Non-executive Director

on December

1, 2016. Toko began

her career

as a

prosecutor for

the KaNgwane

homeland, before

becoming a legal

advisor for

the Eastern Cape

Development

Corporation.

She

has

held

directorships

company

boards

including

Gijima, EOH

Mthombo

Proprietary

Limited,

AllPay

Eastern

Cape

Proprietary Limited,

a subsidiary

of ABSA

Limited, and

the Ryk

Neethling Foundation.

She currently

holds the

position of

CEO of

Vitom

Technologies Proprietary Limited and Vitom Brands Communication Proprietary Limited.

Toko is a member of the

Remuneration Committee,

Nominations Committee, and the Social & Ethics Committee of DRDGOLD.

Kuby Prudence Lebina

(40). Prudence Lebina was appointed as independent non-executive director on 03 May 2019. She qualified

as a chartered

accountant in December 2005

after serving her articles

at PricewaterhouseCoopers Incorporated. A

member of the South

African

Institute of Chartered

Accountants, with extensive

experience in corporate

finance, financial management,

investor relations and

the mining

industry, she is currently Chief Executive Officer of TriAlpha Investment Management and Non-executive director of Growthpoint Properties

Limited

and

lemas

Financial

Services

Co-operative

Limited.

Prudence

chairs

the

Risk

Committee

and

member

the

Nominations

Committee and the Audit Committee of DRDGOLD.

Timothy John Cumming

(63) holds a B.Sc (Hons) in Civil Engineering

from the University of Cape

Town and an MA in Philosophy,

Politics and Economics from Oxford University.

His career spans mining,

financial services and consulting. He is

the founder of

Scatterlinks

Proprietary

Limited,

a South African-based

company providing

leadership

development

and advisory

services

to senior

business executives.

He is

also

independent non-executive director

Sibanye-Stillwater Limited and

Nedgroup Investments

Limited and

serves

non-executive

Chairman of

Riscura Holdings

Limited. Timothy

started out

as an engineer

at the Anglo American

Corporation

of South Africa

Limited working

on a number of gold and diamond mines including involvement in the geo-technical

design of the Ergo tailings dam. Thereafter he held senior

roles in

financial

services including

General Manager

at Allan Gray

Limited,

Head of Investment

Research at

HSBC Securities

(SA), CEO of

Old

Mutual Asset Managers and MD of various divisions within the Old Mutual Group. Other involvements

include Chairmanship of the Mandela

Rhodes Foundation’s Investment Committee and the

Woodside Endowment Trust

and membership of

the Greenpop advisory board

(a social

enterprise committed

restoring ecosystems

and

sustainable development).

Timothy

member

the

Risk

Committee, Remuneration

Commmittee,

and Nominations

Committee

of DRDGOLD.

Charmel Diane Flemming (38)

holds a B.Acc (Hons) from the

University of the Free State and

is a qualified Chartered Accountant

(South Africa)

with 10 years´ post

articles experience

primarily within

the mining space.

She started her

career as a trainee

accountant at KPMG

South Africa

and held

various

positions

within the

De Beers

Group over

a period

of 11 years.

She also

served as

a trustee

on the boards

of both the

De Beers Benefit Society Medical

Aid and De Beers Pension Fund from 2014 to 2018. Charmel is the founder and chief

executive officer of F

Twelve and is also a non-executive director at Acorn Agri & Food Limited and at ATKV.

Charmel is a member of the Risk Committee, Audit

Committee

and Social & Ethics Committee of DRDGOLD.

Senior Management

and Prescribed

Officers

Wilhelm Jacobus

Schoeman (47)

(Dip Analytical

Chemistry, BTech Analytical

Chemistry).

Jaco Schoeman

joined DRDGOLD

in 2011

as Executive

Officer: Business

Development

to focus

on expanding

the Group’s

surface retreatment

business

and extracting

maximum value

from

existing resources.

In July 2014,

he was appointed

Operations

Director: Ergo

Mining Operations

Proprietary

Limited.

Henry Gouws (52)

(National Higher Diploma

(Extraction Metallurgy),

MDP)

Managing Director:

Ergo. Henry Gouws has more than

years’ experience

the

mining industry.

graduated from

Technikon

Witwatersrand and

obtained a

National Diploma

Extraction

Metallurgy

in 1990

and a

National

Higher

Diploma

in Extraction

Metallurgy

in 1991.

He completed

a Management

Development

Program in

2003

through

Unisa

School of

Business

Leadership

and an

Executive

Development

Programme

in 2012

through

the University

of Stellenbosch

Business

School. He was appointed Operations Manager

of Crown in January 2006 and General Manager in July 2006. He was appointed to his current

position in

October 1,

2011.

Mark

Burrell

(59)

(BCom

Accounting, MDP)

Financial Director:

Ergo.

Mark

Burrell holds

B.Comm Accounting

degree,

has

completed

a Management

Development

Programme (MDP)

and has more

than 20 years’

experience

in the mining

sector. He joined

DRDGOLD

in 2004

on a

consulting basis and later that

year, was

appointed as Financial Manager of the

Blyvooruitzicht operation. He was appointed as

Financial

Director of

Ergo in January

2012. Mark serves

as a director

on the Board

of Rand Refinery

Proprietary

Limited.

Kevin Kruger

(53)

(BscEng (Mechanical

Engineering),

MDP, PMD, Government

Certificate

of Competency

(Mines)). Kevin

has more

than 30 years’ experience in the mining industry in Africa. He joined the mining industry in January 1987 as second year engineering student.

Kevin graduated from the University

of the Witwatersrand at the end of 1989 obtaining his BSc (Mechanical

Engineering) and his government

certificate of Competency

(mines) during 1993. Kevin was appointed

as junior engineer in December 1989, section

engineer - March 1994 and

engineer in September 1994. He was

appointed engineering manager 2003, general manager – technical services 2004 and managing director

Chizimgold

2010. On 01

October 2013

he was appointed

as technical

director at

Ergo where he

was responsible

for the

environmental,

health and

safety, mineral

resources and

engineering

portfolios.

On 1 August

2018, Kevin

was

appointed Managing

Director

of FWGR.

Henriette

Hooijer (41)

(BCom (Hons),

CA(SA)). Henriette

Hooijer is

the Financial

Director

of FWGR. She

joined DRDGOLD

in May

2016 and was

appointed as Financial Director of FWGR in

August 2018. Before joining DRDGOLD, she spent

11 years’ in

the professional

services industry

at KPMG, performing,

inter alia,

audits of listed

companies

in the mining

industry, including

SEC registrants.

Elise Beukes (44)

(BProc). Elise

Beukes was appointed

as Company Secretary

of DRDGOLD with effect

from October 01, 2019.

She

has broad governance experience in all aspects of commercial law, having spent several years in both litigation and commercial practice as an

admitted attorney

and four years

as corporate

legal counsel.

She has dealt

extensively

with broad-based

black economic

empowerment

structures,

employee ownership schemes, enterprise development and share incentive schemes involving complex company restructuring for both

multi-

nationals

and large local

entities. She

has extensive

knowledge on

the new Companies

Act and has

particular interests

in company secretarial

and

corporate

governance

matters.

There are no family relationships between

any of our non-executive directors,

executive directors or members

of the group executive

and senior

management.

There are no

arrangements

or understandings

between any

of our directors

or executive

officers and

any other person

which any of our

directors or executive officers has been so elected or appointed. Furthermore, none of the non-executive directors, executive

directors, group

executive and senior

management members

or other key management

personnel are

elected or appointed

under any undertaking

by, arrangement

or understanding

with any major

shareholder,

customer, supplier

or otherwise.

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, 2021

was R62.6 million.

Non-Executive

Directors

received the

following fees

for fiscal

year 2021:

●

Base fee

as Non-Executive

Chairman of

R1,388,518 per

annum up to

December

1, 2020 and R1,457,944

thereafter;

●

Base fee

as Lead Independent

Non-Executive

Director of

R640,261 per

annum up to

December

1, 2020 and

R672,274 thereafter;

●

Base fee

as Non-Executive

Directors of

R617,119 per annum

up to December

1, 2020 and R647,975

thereafter;

●

Annual fee for Audit Committee

Chairman of R30,856 (excluding

fee received as a committee

member) up to December 1, 2020 and

R32,399 thereafter;

●

Annual fee

for Audit Committee

member of

R30,856 up to

December

1, 2020 and

R32,399 thereafter;

●

Annual fee

for the

chairman of

Remuneration Committee, Nominations Committee and

Social and

Ethics Committee of

R23,142

(excluding

fee received

as a committee

member) up to

December

1, 2020 and R24,299

thereafter;

●

Annual fee for members

of Remuneration Committee

and Social and Ethics

Committee of R23,142

each up to December

1, 2020 and

R24,299 thereafter;

●

Daily

fee of R23,142

up to December

1, 2020 and

R24,299 thereafter;

●

Hourly rate

of R3,086 up

to December

1, 2020 and R3,240

thereafter;

●

Half-day fee

for participating

by telephone

in special

board meetings

of R11,571 up to

December

1, 2020 and R12,150

thereafter;

and

●

The Chairman

of the board,

Lead Independent

Non-Executive

Director and

other Non-Executive

Directors

to receive

committee

fees.

The following table sets forth the compensation for our directors and prescribed officers for the year ended June 30, 2021.

The disclosure detailed in this table is consistent with the disclosure requirements of the Companies Act, 2008 (Act 71 of 2008)

and the JSE Listings Requirements.

Directors / Prescribed Officer

Total

remuneration

recognised

during the year

Short-Term

Incentives

recognised

related to this

cycle

Discretionary

Short-Term

Incentives

recognised

related to this

cycle (1)

Long-term

Incentives paid

during this

cycle

Total

remuneration

related to this

cycle

R'000

Executive directors

D J Pretorius

7,253

6,927

1,732

21,627

37,539

A J Davel

4,089

3,891

973

12,150

21,103

11,342

10,818

2,705

33,777

58,642

Non-executive directors

G C Campbell

1,545

E A Jeneker

794

J Holtzhausen

712

T B V N Mnyango

724

J J Nel

756

K P Lebina

769

T J Cumming

681

C D Flemming

674

6,655

Prescribed officers (2)

W J Schoeman

3,877

3,891

973

12,150

20,891

E Beukes

1,357

1,292

2,649

5,234

5,183

973

12,150

23,540

Total

23,231

16,001

3,678

45,927

88,837

(1)

Awarded after 30 June 2021

(2)

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.

Also see Item 6E. Share Ownership for details of share options held by directors.

Compensation

of key management

Refer to Item 18. ‘‘Financial

Statements

– Note 19.2 –

Related party

transactions’’ for

the total compensation

paid to key management

(including executive

and non-executive

directors

as well as

prescribed officers).

The Group applies

a pool-based Short-Term Incentive

scheme, based on

modified free cash

flow, because it drives

a strong teamwork

culture with

all participants

working primarily

towards a

single goal,

maximising free

cash flow

which is

an easy

measure to

understand.

Salient features of the short-term incentive scheme are as follows:

• Participants include the executive directors, prescribed officers and senior management.

•

The

pool

calculated

15%

the

Free

Cash

Flow

with

90%

the

pool

accruing

employees

achieving

satisfactory

performance rating;

• 10%

the

pool is

available

for allocation

at the

discretion

of the

remuneration

committee as

recommended

the executive

committee which provides the ability to recognise exceptional discretionary effort;

• A production modifier that can modify the pool upwards as well as downwards based on gold produced measured against budget;

• A safety and a

fatality modifier, both supporting the Company’s strong commitment to its

strategy of a renewed focus

on employee

safety, development, values and wellbeing; and

• The

individual performance

moderator model

has been

expanded to

include employee

performance ratings

between 2

and 3

participants in the STI scheme on a broader sliding scale set out below:

Individual performance rating

Individual performance modifier

< 2

(100%)

2 to 2.24

(80%)

2.25 to 2.49

(60%)

2.5 to 2.74

(40%)

2.75 to 2.99

(20%)

>= 3

Performance measures

The STI

is funded

out of

a pool

created from

the Adjusted

Free Cash

Flow (“

Adjusted

FCF

”) generated

by DRDGOLD

in the

financial year:

• Adjusted FCF is defined for the performance

measure as cash generated from operations, less

capital expenditure (“

Capex

”), and

tax. In the budgeting

process, if the Group believes

that any Capex, Investment

or other item/s should be

excluded or amortised or

treated in

any different way for determining Adjusted FCF at the end of the year, they may make representations to the Remuneration Committee on the

treatment of such

item/s for the

purposes of calculating Adjusted

FCF for purposes

of the STI

pool. Remco has

absolute discretion in approving

the treatment of such items;

• The STI Pool is modified as per the Tables below;

Modifiers of the incentive pool

To drive strategic initiatives, the short-term incentive pool is modified by up to

20% for isolated non-achievements of targets and up

to 50% for systemic or

repetitive non-compliance. The modifiers are

approved by the Remuneration Committee.

These strategic initiatives and

their measures

are assessed

at the

beginning of

each financial

year to

ensure that

current strategies

are driven

in that

year.

These strategic

modifiers

and

their

weightings

are

communicated

participants

the

beginning

each

financial

year

ensure

understanding

and

compliance.

The Group performance measures set out by the Remuneration Committee and the weightings for FY2021 are as follows:

Strategic Initiatives Modifiers

Environmental:

Safety:

Social development:

Labour development:

Transformation:

Fatality Modifier

• Up to 25% per fatality, depending on the degree of culpability of the company,

as assessed by the Remuneration Committee.

• If the fatality/ies is/are as a result of a breakdown in or disregard for a safety culture, the STI Pool can be modified by up to 100%

at the Remuneration Committee’s discretion.

Production Modifier

The calculated

STI Pool

may be

modified, upwards

or downwards,

based upon

gold (kg)

produced measured

against budget,

follows:

Gold (Kg) Produced:

STI

% of Budget

Pool Adjustment

< 93%

-10%

93% to < 97%

-5%

97% to < 103%

103% to < 107%

+5%

≥ 107%

+10%

Distribution of the Incentive pool

The STI pool, after any moderation, will be distributed as follows:

• 90% formulaically, pro-rata to each individual’s

“% of STI Pool” taking

inter alia

the following factors into account:

• All-inclusive package of the individual for the financial year;

• Market-related STI quanta applicable to the Category;

• The level of accountability and responsibility of the role of the individual.

•

10%

discretionary

basis

allocated

the

Executive

Committee

after

recommendations

from

line

management.

The

Remuneration Committee will approve any allocations from the 10% discretionary pool to Executive Committee members.

Distributions are moderated for individual performance as follows:

Individual Performance Rating

Modifier %

< 2

-100%

2 to < 2.25

-80%

2.25 to < 2.5

-60%

2.5 to < 2.75

-40%

2.75 to < 3

-20%

≥ 3

In order

to be

able to

reward exceptional

individual performance

appropriately,

the formulaic

plus discretionary

allocations may

exceed this amount, but these instances, if any, would be subject to the Executive Committee’s and ultimately the Remuneration Committee’s

approval.

Further considerations for the CEO and CFO

For

the

CEO and

CFO

(“executive directors”)

the

formulaically calculated

STI

amounts

will

reviewed by

the

Remuneration

Committee, who has absolute discretion to further modify the STI amounts, upwards or downwards:

• If compelling, exceptional and objective circumstances warrant such application of discretion; and

• To ensure that the STI amounts awarded are balanced and equitable.

Executive Directors’

STI amounts

may be

settled in

a combination

of cash

and DRDGOLD

shares (deferred

bonus shares),

with

Remco having discretion to make up to 40% of the award in deferred bonus shares.

Deferred Bonus Shares will vest / be released to the Executive Directors as follows:

• 50% after 9 months;

• 50% after 18 months.

The following provisions apply to the deferred bonus shares:

• The Executive Director needs to be in active service and not under notice of resignation on the vesting dates in

order to be eligible

to receive the deferred bonus shares and any dividends accrued thereon; and

• The deferred bonus shares carry voting and dividend rights; however, the dividends will accrue and will only be paid out upon the

vesting / release of the shares to which the dividends relate.

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 current executive directors, Mr. D.J. Pretorius and Mr. A.J. Davel, entered into agreements of employment with us,

on January 1,

2009 and

January 1, 2015,

respectively. These

agreements regulated

the employment relationship

with Messrs. D.J.

Pretorius

and A.J. Davel during the year ended June 30, 2021.

On July 1, 2019

Mr. D.J.

Pretorius entered into a

new agreement of employment

for a period of 3

years and thereafter it

continues

indefinitely until

terminated by

either party on

not less than

three months’

written notice. Under

the employment agreement

effective up

June 30,

2022 Mr.

D.J. Pretorius

receives from

us a

guaranteed remuneration

package of

R6.2 million

per annum.

Mr. D.J.

Pretorius was

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,

the condition

that DRDGOLD

achieves certain

key

performance indicators.

addition, he is

eligible to participate in

the cash-settled long-term

incentive scheme (awarded 2,323,009

phantom shares in

November 2015)

and the equity-settled

long-term incentive scheme

(awarded 1,069,321 conditional

shares in December 2019

and 332,497 conditional

in October 2020).

Mr.

A.J.

Davel entered

into

new employment

agreement

effective

from

July 1,

2019

for

period

years

and

thereafter

continues indefinitely until

terminated by either

party on not

less than three

months’ prior written

notice. Mr.

A.J. Davel receives

from us a

guaranteed remuneration

package of

R3.4 million

per annum.

Mr. A.J.

Davel is

eligible under

his employment

agreement, for

a short

term

incentive of up to 100% of his annual remuneration package in respect of one bonus cycle

per annum over the duration of his appointment, on

the condition that

DRDGOLD achieves certain

key performance indicators.

In addition, he

is eligible to

participate in the

cash-settled long-

term incentive scheme

(awarded 1,305,033 phantom

shares in November

2015) and the

equity-settled long-term incentive

scheme (awarded

517,522 conditional shares in December 2019 and 160,919 conditional shares in October 2020)

Messrs. G.C. Campbell and E.A. Jeneker each have service agreements which run for fixed periods until October 31, 2021. Mr.

J.A

Holtzhausen has a service agreement

which runs for a fixed period until April 25, 2022. Mrs. TVBN

Mnyango has a service agreement which

runs until March 31, 2023. Mr. J Nel entered into a service agreement

which runs for a fixed period until March 31, 2022, and Ms. K.P Lebina

entered into a service

agreement which runs until May

02, 2023. Mr.

T J

Cumming and Ms

Charmel Diane Flemming entered into a

service

agreement which

runs for a fixed

period until July

31, 2022. 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.

The Company

does not administer

any pension,

retirement

or other similar

scheme in which

the directors

receive a

benefit.

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, upon the

director reaching

certain age, or by

the director upon the occurrence of a

change of control. A termination of a

director's employment upon the occurrence of a

change of control

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.

6C. BOARD PRACTICES

Board of Directors

As at June 30, 2021 and as at September

30, 2021,

the board of directors comprises two Executive Directors (Mr. D.J. Pretorius and

Mr. A.J.

Davel),

and eight

Non-Executive Directors

(Messrs. G.C. Campbell,

J.J.

Nel, E.A. Jeneker,

J.A. Holtzhausen,

T.J.

Cumming and

Mmes. K.P. Lebina, T.V.B.N.

Mnyango,

C.D. Flemming). The

Non-Executive Directors are

independent under the

New York Stock Exchange,

or NYSE, requirements (as affirmatively determined by

the Board of Directors)

and the South African King IV

Report except Mr. T Cumming

who also serves as an independent non-executive director of Sibanye-Stillwater Limited, DRDGOLD’s controlling shareholder.

accordance

with

the

King

Report

corporate

governance,

encompassed

the

JSE

Listings

Requirements,

and

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.

A.J Davel 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

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 Nominations Committees formally

evaluate the executive directors on an annual basis, based on objective criteria.

All

directors,

accordance

with

the

Company’s

MOI,

are

subject to

retirement by

rotation

and re-election

shareholders.

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

the

advice

and

services

the

Company

Secretary,

who

responsible

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.

Board

meetings

are

held

quarterly

South

Africa

and

occasionally

abroad.

The

structure

and

timing

the

Company’s

board

meetings, which

are scheduled over

two days,

allows adequate time

for the

Non-Executive Directors to

interact without

the presence of

the

Executive

Directors.

The

board

meetings

include

the

meeting

the

Audit

Committee,

Risk

Committee,

Remuneration

Committee

Nominations Committee as well as the Social & Ethics Committee which act

as subcommittees to the board. Each subcommittee is chaired by

one of

the Independent

Non-Executive Directors,

each of

whom provides

a formal

report back

to the

board. Each

subcommittee meets

for

approximately half a day. Certain senior personnel of the Company attend the subcommittee meetings as invitees.

The board sets the

standards and values of

the Company and much of

this has been embodied in

the Company’s Code

of Conduct,

which is available

on our website

at www.drdgold.com.

The Code of

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

for employees

to report

violations of

Company policy

or any

applicable

law, rule or regulation, including US securities laws.

A description of the significant ways in which our corporate governance practices

differ from practices followed by U.S. companies

listed on the NYSE can be found in Item 16G. Corporate Governance.

Directors'

The following

table shows

the date of

appointment,

expiration

of term

and number

of years

of service

with us of

each of

the directors

at June 30,

2021:

Director

Title

Year first

appointed

Term of

current office

Unexpired

term of

current office

D.J. Pretorius

Chief Executive Officer

2008

3 years

12 months

A.J. Davel

Chief Financial Officer

2015

3 years

12 months

G.C. Campbell

Non-Executive Director

2002

2 years

4 months

E.A. Jeneker

Non-Executive Director

2007

2 years

4 months

J. Holtzhausen

Non-Executive Director

2014

2 years

9 months

T.V.B.N.

Mnyango

Non-Executive Director

2016

2 years

19 months

J.J Nel

Non-Executive Director

2018

2 years

19 months

K.P Lebina

Non-Executive Director

2019

2 years

22 months

T.J. Cumming

Non-Executive Director

2020

2 years

13 months

C.D. Flemming

Non-Executive Director

2020

2 years

13 months

Executive

Committee

As at June

30, 2021,

the Executive

Committee

consisted of

Mr. D J Pretorius

(Chairman),

Mr. A J Davel, Mr. W.J. Schoeman

and Ms.

E. Beukes.

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. The

subsidiary

companies’

executives

are permanent

participants

on the Executive

Committee.

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 annual 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

Nominations

Committee

As at June

30, 2021 the

Nominations

Committee

consisted of

G C Campbell

(Chairman),

E A Jeneker,

J A Holtzhausen, T V B N

Mnyango, K

P Lebina,

and T J Cumming.

The Nominations Committee meets on an

ad hoc

basis. All members of this committee are independent non-executive directors

who are independent according to the definition set out in the NYSE Rules, except for T Cumming. It is chaired by the board chairman who

is an independent non-executive director (“

NED

”).

The primary role of the committee is to execute the following functions:

●

ensure the

establishment

of a formal

process for

the appointment

of directors;

●

ensure that

inexperienced

directors are

developed through

a mentorship

programme;

●

ensure that

directors receive

regular briefings

on changes

in risks, laws

and the appropriate

contribution;

●

drive an annual

process to

evaluate the

board, board

committees

and

individual

directors;

●

ensure that

succession

plans for the

board, chief

executive officer

and senior

management

appointments

are developed

and

implemented.

The key nominations responsibilities of the committee include the following:

●

make recommendations

to the board

on the appointment

of new directors;

●

make recommendations

on the composition

of the board

and the balance

between executive

and non-executive directors appointed

to the board;

●

review board

structure,

size and composition

on a regular

basis;

●

make recommendations

on directors

eligible to

retire by

rotation; and

●

apply the principles

of good corporate

governance

and best practice

in respect

of nominations

matters.

Remuneration

Committee

As at June

30, 2021 the

Remuneration

Committee

consisted of

J J Nel (Chairman),

E A Jeneker,

J A Holtzhausen, T V B N Mnyango

and T J Cumming.

The Remuneration Committee meets on a quarterly basis. All members of this committee are independent non-executive directors

who are independent according to the definition set out in the NYSE Rules, except for T J Cumming. It is chaired by an independent non-

executive director.

The committee has a mandate to offer competitive packages that will attract and retain executives of the highest caliber and

encourage and reward superior performance. Industry surveys are provided for comparative purposes, and to assist the committee in the

formulation of remuneration policies that are market related.

Audit Committee

As at June

30, 2021 the

Audit Committee consisted

of J.A. Holtzhausen (Chairman), J.J. Nel, K P Lebina and C.D. Flemming.

All members of the Audit Committee are independent according to the definition set out in the NYSE Rules. The committee’s

charter deals with all the aspects relating to its functioning.

The Audit Committee charter sets out the committee’s terms of reference which include responsibility for:

●

appointment

and oversight

of external

auditors, audit

process and

financial reporting;

●

oversight of

internal audit;

●

overseeing

the integrated

reporting and

assurance

model;

●

overseeing the

development

and annual review

of a policy

and plan for

risk management;

●

ensuring that

risk management

assessments

are performed

on a continuous

basis;

●

ensuring that

reporting on

risk management

assessment

is complete,

timely, accurate

and accessible;

●

ensuring that

frameworks

and methodologies

are implemented

to increase

the possibility

of anticipating

unpredictable

risks;

●

ensuring that

continuous

risk monitoring

by management

takes place.

The Audit Committee meets each quarter with the external auditors, the company’s manager: risk and internal audit, and the CFO.

The committee reviews the audit plans of the internal auditors to ascertain the extent to which the scope of the audits can be relied upon to

detect weaknesses in internal controls. It also reviews the annual and interim financial statements prior to their approval by the board.

The committee is responsible for making recommendations to appoint, reappoint or remove the external auditors, and the

designated external audit partner as well as determining their remuneration and terms of engagement. In accordance with its policy, the

committee preapproves all audit and non-audit services provided by the external auditors. KPMG Inc. was reappointed by shareholders at the

last AGM on December 2, 2020 to perform DRDGOLD’s external audit function, such appointment was made by the shareholders in

accordance with the laws of South Africa and upon recommendation of the board following the Audit Committee.

The internal audit function is performed in-house, with the assistance of Pro-Optima Audit Services Proprietary Limited. Internal

audits are performed at all DRDGOLD operating units and are aimed at reviewing, evaluating and improving the effectiveness of risk

management, internal controls and corporate governance processes.

Significant deficiencies, material weaknesses, instances of non-compliance and exposure to high risk and development needs are

brought to the attention of operational management for resolution and reported to the Audit Committee.

The committee members have access

to all the records of the internal audit team.

DRDGOLD’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 the CEO. All significant findings arising from audit procedures are brought to the attention of the

committee and, if necessary, to the board.

Section 404(a) of the Sarbanes-Oxley Act of 2002 stipulates that management is required to assess the effectiveness of the internal

controls surrounding the financial reporting process. The results of this assessment are reported in the form of a management attestation

report that is filed with the SEC as part of the Form 20-F. Additionally,

DRDGOLD’s external auditors are required to express an opinion on

the effectiveness of internal controls over financial reporting, which is also contained in the Company’s Form 20-F.

Risk Committee

As at June

30, 2021 the

Risk Committee consisted

of K.P. Lebina (Chairwoman), Mr D.J. Pretorius, J.J. Nel, C.D. Flemming and

T.J. Cumming.

All members of the Risk Committee are independent according to the definition set out in the NYSE Rules, except for T Cumming.

It is chaired by an independent NED.

An important aspect of risk management is the transfer of risk to third parties to protect the company from disaster. DRDGOLD’s

major assets and potential business interruption and liability claims are therefore covered by the group insurance policy, which encompasses

all the operations. Most of these policies are held through insurance companies operating in the United Kingdom, Europe and South Africa.

The various risk-management initiatives undertaken within the group as well as the strategy to reduce costs without compromising cover

have been successful and resulted in substantial insurance cost savings for the Group.

Social and

Ethics Committee

As at June 30, 2021, the Social and Ethics Committee consisted of Mr. E.A. Jeneker (Chairman), Mr. A.J. Davel, Mrs. TVBN

Mnyango and C.D. Flemming

The Social and Ethics Committee is a statutory body established in terms of section 72 of the Companies Act, 2008; the objectives

of which are to facilitate transformation and sustainable development by,

inter alia,

promoting transformation within the Company and

economic empowerment of previously disadvantaged communities particularly within the 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.

The following terms of reference were approved by the board to enable the committee to function effectively. These are to be

responsible for and make recommendations to the board with respect to the following matters:

●

monitor the

Company’s activities

regarding the

10 principles

set out in

the United

Nations Global

Compact Principles

and the

OECD recommendations

regarding Corruption,

the Employment

Equity Act

and the Broad

Based Black

Economic Empowerment

Act;

●

maintaining

records of

sponsorship,

donations

and

charitable

giving;

●

reviewing

matters relating

to the environment,

health and

public safety, including

the impact

of the company’s

activities

and of its

products or

services;

●

reviewing

matters relating

to labor and

employment

●

reviewing and

recommending

the company’s code

of ethics;

●

reviewing and

recommending

any corporate

citizenship

policies;

●

reviewing significant

cases of employee

conflicts

of interests,

misconduct or

fraud, or any

other unethical

activity by

employees

the Company

6D. EMPLOYEES

Employees

The total

number of employees

at June 30,

2021, of 2,791

comprises

1,838 specialized

service providers

and 953 employees

who are

directly employed

by us and our

subsidiary

companies.

Of the 953

employees

directly employed

by us and our

subsidiary

companies,

employees

are on a fixed

term employment

contract.

The total

number of employees

at June 30,

2020, of 2,573

comprises

1,615 specialized

service providers

and 958 employees

who are

directly employed

by us and our

subsidiary

companies.

Of the 958

employees

directly employed

by us and our

subsidiary

companies,

employees

are on a fixed

term employment

contract.

The total

number of employees

at June 30,

2019, of 2,617

comprises

1,591 specialized

service providers

and 1,026 employees

who are

directly employed

by us and our

subsidiary

companies.

Of the 1026

employees

directly employed

by us and our

subsidiary

companies,

employees

are on a fixed

term employment

contract.

The total

number of employees

at September

30, 2021, of

2,741 comprises

1,788 specialized

service providers

and 953 employees

who are directly

employed by us

and our subsidiary

companies.

Of the 953 employees

directly employed

by us and our

subsidiary

companies,

employees

are on a fixed

term employment

contract.

All of our

employees

are based at

our operations

that operate

exclusively

in South

Africa.

Labor Relations

As at June

30, 2021,

approximately

82% of our Ergo

employees

and 93% of our

FWGR employees

are members

of trade unions

employee associations.

South Africa's

labor relations

environment

remains a

platform for

social reform.

The National

Union of Mineworkers,

(“

NUM

”),

one of the

main South

African mining

industry unions,

is influential

in the tripartite

alliance between

the ruling African

National

Congress,

the Congress

of South African

Trade Unions,

(“

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

organized labor

coordinating

forum meets

regularly

discuss matters

pertinent to

both parties.

On February

28, 2021, ERGO

signed a one-year

wage extension

agreement

with organized

labour for the

period July

1, 2021 to

June

30, 2022 with

a 5.9% average

increase

per annum

across the

ERGO workforce

with individual

increases

ranging from

5.5% to 7% per

annum.

The transitional

arrangement

regarding wage

increases

with the workforce

at FWGR when

these employees

were incorporated

into DRDGOLD

have now come

to an end. As

a consequence,

negotiations

are currently

underway with

organized labour

at FWGR with

the intention

of trying to

reach a 3-year

wage agreement.

We recognize the

need for transformation

and have put

systems and

structures

in place to

address this

at both management

and board

level. We aim to recruit

in line with

our transformational

objectives.

The composition

of the Board

of Directors

specifically, changed

significantly

over the past

two fiscal

years

and is more

diverse and

reflective

of transformation

and South Africa’s

demographics.

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 fiscal

2021 overall

safety statistics

for our operations:

(Per million man hours)

Ergo

FWGR

Consolidated

Year ended

June 30,

Year ended

June 30,

Year ended

June 30,

2021

2020

2021

2020

2021

2020

Lost time injury frequency rate (LTIFR)

0.78

1.25

0.97

1.3

0.80

1.27

Reportable incidence frequency rate (RIFR)

0.47

0.9

1.3

0.40

0.96

Fatalities

1 Calculated as follows: actual number of instances divided by the total number of man hours worked multiplied by one million.

6E. SHARE OWNERSHIP

To the best of our

knowledge,

we believe

that our ordinary

shares held

by prescribed

officers and

directors,

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.

As of June

30, 2021, directors

and prescribed

officers do not

hold any options

to purchase

ordinary shares.

Closed periods

apply to

share trading

by directors,

prescribed officers

and other

employees, whenever

persons become

or could

potentially become aware of

material price sensitive information, such

as information relating to

an acquisition, bi-annual results

etc., which

is not in

the public domain.

When these persons

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 interim and year-end results

the closed-period is group-wide.

DRDGOLD Phantom

Share Scheme

(Amended November

2015) – Cash

Settled Long-Term

Incentive Scheme

Salient terms

of the

DRDGOLD Phantom

Share Scheme

are disclosed

in Item

18. ‘‘Financial Statements - Note

19. Cash Settled

Long-Term Incentive

Scheme’’

During fiscal year 2016, DRDGOLD’s Remuneration

Committee approved a revised long-term incentive scheme. On November 4,

2015,

the

committee

approved

allocation

20,527,978

phantom

which

driven

price

performance

and

individual

performance and is based on phantom share allocations. The vesting of any shares allocated

is staggered over a five-year period commencing

in the third year after the allocation is

granted in line with King IV Report recommendations.

The objectives of the revised scheme are

to drive

the longer-term strategies

of DRDGOLD, to

align participants’ interests with

shareholders’ interest, to

incentivise and motivate participants,

attract

and

retain

scarce

human

resources

and

reward

superior

performance

the

Company

and

participants.

The

Remuneration

Committee has the authority to amend in part or in its entirety or withdraw the long-term incentive scheme at any time.

No phantom shares were granted during fiscal

year 2021 (2020: nil, 2019: 388,547). No phantom

shares were outstanding June 30,

2021 (2020: 9,845,638; 2019: 16,157,058).

Equity-Settled

Long-Term Incentive

Scheme

On December 2, 2019 shareholders approved an Equity-Settled Long-Term Incentive Scheme (“

Scheme

”) for purposes of

replacing the current Cash-Settled Long-Term Incentive Scheme. The Cash-Settled Long-Term

incentive scheme has a finite life and

comes to an end with the vesting of the last phantom shares during fiscal year 2021. Certain key features of the Scheme are:

Equity settled

The Scheme will be equity-settled.

Equity-settlement will be implemented by way of market acquisition of DRDGOLD ordinary shares

or through the issue of authorised but unissued shares or treasury shares.

Participants

Persons eligible to participate in the Scheme will be permanent employees (which, for the avoidance of doubt, includes an executive

director, but excludes a non-executive director) of the Company and its subsidiaries, in Category 19 and above (“

Participants

”).

Award of Conditional Shares

Pursuant to the Scheme, the Company’s Remuneration Committee will resolve, on an annual basis, to award “Conditional Shares”

(“

Award

”) which are comprised of:

●

“Performance Shares” which are subject to conditions, as set out in the rules of the Scheme and performance conditions; and

●

“Retention Shares” which are subject to conditions, as set out in the rules of the Scheme.

Participants are not required to pay for Awards or Shares Settled in terms of vested Awards.

Annual awards of Conditional Shares will be made, in two forms:

●

80% of the Award will be comprised of Performance Shares

●

20% of the Award will be comprised of Retention Shares

The target award value will be referenced to market-related award quanta, and will be adjusted based upon individual performance as

follows:

Individual Rating

% of Target Value

Awarded

< 2.75

2.75 to < 3.00

50%

3.0 to < 3.75

100%

3.75 to < 4.5

133.33%

4.5 to < 5.0

166.67%

5.0

200%

Dividend and Voting

Rights

The Conditional Share Awards carry no dividend or voting rights, until Settled, and therefore any transfer and other rights associated

with the Conditional Shares will only vest following settlement.

Vesting

of the Conditional Shares

The first grant was made on December 2, 2019 and will vest in two tranches, 50% on the 2nd anniversary and the remaining 50% on the

3rd anniversary of the grant date respectively, provided the employee is still within the employment of the Group until the respective

vesting dates.

Retention shares:

100% of the retention shares will vest if the employee remains in the employ of the Company at vesting date and individual performance

criteria are met.

Performance shares:

Total shareholder’s return (“

TSR

”) measured against a hurdle rate of 15% referencing DRDGOLD’s Weighted

Average Cost of Capital

“WACC”:

•

50% of the performance shares are linked to this condition; and

•

all of these performance shares will vest if DRDGOLD’s TSR exceeds the hurdle rate over the vesting period

TSR measured against a peer group of 3 peers (Sibanye-Stillwater, Harmony Limited and Pan-African Resources Limited):

•

50% of the performance shares are linked to this condition; and

•

The number of performance shares which vest is based on DRDGOLD’s actual TSR performance in relation to percentiles of peer

group’s performance as follows

Percentile of Peers

% of Conditional Shares Vesting

< 25th percentile

25th to < 50th percentile

25%

50th to < 75th percentile

75%

≥ 75th percentile

100%

Awarded Conditional Shares which do not Vest

to the Participant, as a result of forfeiture or which lapse, revert back to the Scheme.

Share Limits

Overall Company Limit

The aggregate number of Shares at any one time which may be awarded for Settlements under the Scheme shall not exceed 34,500,000

(thirty four million, five hundred thousand) Shares (representing approximately 4.95% of the total issued share capital of the Company at

the date of this Notice).

Individual Limit

Subject to certain dilution adjustments, the aggregate number of Shares at any one time which may be awarded under the Scheme to any

one Participant shall not exceed 14,500,000 Shares.

ITEM 7. MAJOR

SHAREHOLDERS

AND RELATED PARTY TRANSACTIONS

7A. MAJOR SHAREHOLDERS

As of September

30, 2021,

our issued

capital consisted

of:

●

864,588,711 ordinary

shares of

no par value;

and

●

5,000,000 cumulative

preference

shares.

To our knowledge, as

of June 30,

2021, we were

not directly

or indirectly

owned or controlled

by another

corporation

or any person

foreign government,

other than

the controlling

interest

held by Sibanye-Stillwater.

On July 31,

2018, 265 million ordinary shares were issued to

Sibanye-Stillwater

as settlement of the

purchase consideration for the

acquisition

of the WRTRP Assets.

On January 8,

2020, Sibanye-Stillwater

exercised the

option granted

to it to subscribe

for such number

of new

ordinary shares

in the share capital of DRDGOLD

for cash resulting in Sibanye-Stillwater

holding in aggregate

50.1% of all DRDGOLD shares

in issue

(including

treasury

shares).

Sibanye-Stillwater

subscribed

for 168,158,944

Subscription

at an

aggregate

subscription

price

of R1,086

million, on January

22, 2020. The

Subscription

Shares were

allotted and issued

at a price of

R6.46 per share,

being a 10% discount

to the 30-day

volume weighted

average traded

price.

Other than

the above 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, 2021:

●

there were 10,468 record holders of

our ordinary shares in South

Africa, who held 559,688,990 or

approximately 64.7% of our

ordinary shares;

●

there was one record holder of our cumulative

preference shares in South Africa,

who held 5,000,000 ordinary

shares or 100% of

our cumulative

preference

shares;

●

there were

36 US record

holders of

our ordinary

shares,

who held

approximately

33,974,859 ordinary

or approximately

3.9%

of our ordinary

shares excluding

those shares

held as part

of our ADR program;

and

●

there

were 664

registered

holders

of our

ADRs in

the United

States,

who held

approximately

215,869,190

(21,586,919 ADRs)

or approximately

25.0% of our

ordinary shares.

The following

table sets

forth information

regarding the

beneficial

ownership of

our ordinary

shares as

of September

30, 2021,

by:

●

each of our

directors

and prescribed

officers; and

●

any person whom the

directors are

aware of as at September

30, 2021 who is interested

directly or indirectly

in 1% 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 of outstanding

ordinary shares

Directors/prescribed officers

D.J. Pretorius

475,255

A.J. Davel

200,000

Other

Sibanye-Stillwater

433,158,944

50.10%

The Bank of New York Mellon

227,674,416

26.33%

Government Employees Pension Fund

31,135,434

3.60%

GSI Equity Seperation Account

14,739,438

1.70%

CLEARSTREAM BANKING S.A LUXEMBOURG

11,078,446

1.28%

Ergo Mining Operations Proprietary Limited

9,474,920

1.10%

Indicates share ownership of less than 1% of our outstanding ordinary shares.

No shareholder

has voting rights

which differ

from the voting

rights of

any other shareholder.

Cumulative

Preference Shares

Randgold and Exploration Company

Limited, or Randgold, owns 5,000,000

(100%) of our cumulative preference

shares. Randgold's

registered

address is

Suite 25, Katherine

& West Building, Corner

of Katherine

and West Streets,

Sandown, Sandton,

2196.

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. 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. Holders

of cumulative preference shares will only obtain their potential

voting rights once the Argonaut Project becomes an

operational gold

mine, and

dividends accrue

them. The

prospecting rights

have since

expired and

the

Argonaut Project

terminated. The

development of the project is not expected to materialise and therefore no dividend is expected to be paid.

7B. RELATED PARTY TRANSACTIONS

Transactions with related parties are disclosed in Item 18. ‘‘Financial

Statements

- Note 5.2 –

Cost of sales’’

Remuneration

paid

to key

management is

disclosed

Item 18. ‘‘Financial

Statements - Note

19.3 –

Key management personnel

remuneration’’

7C. INTERESTS

OF EXPERTS AND COUNSEL

Not applicable.

ITEM 8. FINANCIAL

INFORMATION

8A. CONSOLIDATED STATEMENTS AND OTHER

FINANCIAL INFORMATION

Please refer

to Item 18.

Financial Statements.

Please refer

to Item 18.

Financial Statements.

Please refer

to Item 18.

Financial Statements.

The last year

of audited financial

statements

is not older

than 15 months.

Not applicable.

Please refer

to Item 4D.

Property, plant and

equipment—Ongoing

Legal Proceedings.

Please refer

to Item 10B.

Memorandum of

Incorporation.

8B. SIGNIFICANT

CHANGES

Significant changes that have occurred since June 30, 2021, the date of the last

audited financial statements included in this Annual

Report, are discussed in the relevant notes to the financial statements under Item 18. Financial Statements.

ITEM 9. THE

OFFER AND LISTING

9A. OFFER AND

LISTING DETAILS

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). The

ADRs are

issued by

The Bank

of New

York Mellon, as

depositary. Each

ADR represents

one ADS

and each ADS

represents

ten of our ordinary

shares. Until

July 23, 2007,

each ADS

represented

one of our ordinary

shares.

The cumulative

preference

shares are

not traded

on any exchange.

There have

been no trading

suspensions

with respect

to our ordinary

shares on

the JSE during

the past three

years ended

June 30, 2021,

nor have there

been any trading

suspensions

with respect

to our ADRs

on the New

York Stock Exchange

since our

listing on that

market.

9B. PLAN OF

DISTRIBUTION

Not applicable.

9C. MARKETS

Nature of Trading Markets

See “Offer and

Listing Details”

above

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

OF INCORPORATION

June 30,

2021,

had

authorized for

issuance 1,500,000,000 ordinary

shares of

par

value (as

September 30,

2021:

1,500,000,000),

and 5,000,000

cumulative

preference

shares of

R0.10 par

value (as

of September

30, 2021:

5,000,000).

On this

date, we

had issued

864,588,711 ordinary shares (as of September 30, 2021:

864,588,711)

and 5,000,000 cumulative preference

shares (as of September 30, 2021:

5,000,000).

Set out below

are brief

summaries

of certain

provisions

of our Memorandum

of Incorporation,

or our

MOI, the

Companies

Act of South

Africa and

the JSE

Listings

Requirements,

all as

in effect

on June

30, 2021

and September

30, 2021.

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,

the main object

and business

of our company

is mining

and exploration

for gold and

other minerals.

Borrowing Powers

Our directors may from time to time borrow for the purposes of the company, such sums as they think fit and secure the payment or

repayment of any such sums,

or any other sum, as they think fit, whether

by the creation and issue of securities,

mortgage or charge upon all or

any of

the property

or assets

of the company.

The directors

shall procure

that the

aggregate

principal

amount at

any one

time outstanding

in respect

of monies

so borrowed

or raised

by the company

and all the

subsidiaries

for the time

being of the

company shall

not exceed

the aggregate

amount

at that time

authorized

to be borrowed

or secured

by the company

or the subsidiaries

for the time

being of the

company (as

the

case may be).

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

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

is a majority

of the directors

present at

a meeting

before a

vote

may be called

at any meeting

of directors.

Directors

are required

to notify

our board

of directors

of interests

in companies

and contracts.

If a

director

has a

personal

financial

interest

in respect

of a matter

to be

considered

at a meeting

of the

board he

or she

must disclose

the interest

and its

nature,

any material

information

relating

to the matter and thereafter leave the meeting immediately

after making the disclosure. Such director

must not take part in consideration of the

matter. He is

not to be regarded

as being present

for the purpose

of determining

whether a

resolution has

sufficient

support to be

adopted.

The King IV Report on Corporate Governance for South Africa, 2016 (King IV) was published on 1 November 2016 and came into

effect on 1

April 2017 for companies with financial years commencing thereafter. The application regime for King IV is

"apply and explain",

requiring companies to substantially

and meaningfully strive towards good corporate

governance. King IV is principles and outcomes based: a

departure from mere

compliance-based mindset. King IV

recognises that sound

governance outcomes, exemplified by integrity,

competence,

responsibility,

accountability,

fairness

and transparency,

are the

cardinal

pillars of

good corporate

citizenship.

The JSE

Limited has

since made

the

adoption and

application

of King IV

mandatory

for all listed

companies.

The remuneration of non-executive directors is typically determined

by the board, but

subject to approval by the shareholders at the

AGM of the Company. In terms of section

65(11)(h) of the Companies

Act, 2008 read with sections

66(8) and 66(9) thereof,

remuneration may

only be paid

to directors

for their

services as

directors in

accordance

with a special

resolution approved

by the shareholders

within the

previous 2

(two) years.

A special resolution

was passed

at the 2019

AGM on December

2, 2019 to increase

the NED remuneration.

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.

These common

law duties

have now been

codified by

the Companies

Act.

Age Restrictions

There is

no age limit

for directors.

Election of

Directors

Each

director

shall be

appointed

by election

by way

of an

ordinary

resolution

of shareholders

at a

general

or annual

meeting

of company

(“elected director (s)”) and

no appointment of

a director by

way of

a written

circulated shareholders resolution in terms of

section 60 of

the

Companies

Act shall

be competent.

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. An amendment to the MOI which also subjects executive

directors to re-election by rotation

was approved

by shareholders

at the 2014

annual general

meeting.

General Meetings

On the request

of any shareholder

or shareholders

holding not less

than 10 percent

of our share capital

which carries

the right of

voting

at general

meetings,

we shall

issue a

notice to

shareholders

convening

a general

meeting

for a

date not

less than

15 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

15 days advance

written notice

of that meeting.

For any other

general meeting

of our shareholders,

15 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

fifteen minutes

after

the time selected for the meeting,

such meeting shall be postponed

for one week. However the chairman has

the discretion to extend the fifteen

minutes for

a reasonable

period on certain

grounds. The

necessary

quorum is

three members

present with

sufficient

voting powers

in person or

proxy to exercise

in aggregate

25% of the voting

rights.

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 vote 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

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 certain

circumstances 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

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

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

proportion to

their respective shareholdings. On

winding up,

our cumulative preference

shares rank,

regard to

all arrears

preference

dividends,

prior to the

holders of

ordinary shares.

As of June

30, 2021 and

September

30, 2021, 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

Company 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.

An amendment

to the MOI to increase

the number of authorized

shares was approved

by shareholders

at the 2018 general

meeting on March

28,

2018.

Consent of

the Holders

of Cumulative

Preference

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

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

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

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.

We also need

to consider

the solvency

and liquidity

requirements

stated in

the

Companies

Act of South

Africa.

Directors’

power to vote

compensation

to themselves

The remuneration

of non-executive

directors

may not

exceed

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 monies that are due

to any shareholder/s shall be held

by the company in

trust for an indefinite period until

lawfully

claimed by

such shareholder/s,

subject to

the Prescription

Act, 1969 as

amended or

any other law

which governs

the law of

prescription.

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

Amendment

and extension

to ZAR300 million

Revolving

Credit Facility

On September

14, 2020,

DRDGOLD Limited

amended the

initial R300

million Revolving

Credit Facility

(“

RCF

”) secured

with

ABSA Bank Limited (acting through its Corporate and Investment Banking division) to a R200

million RCF and simultaneously extended the

final repayment date to September 14, 2022. The RCF remained undrawn at June 30, 2021.

The RCF

bears interest

at JIBAR

plus a

margin of

275 basis

points (initial

RCF: 325

basis points)

nominal annual

compounded

quarterly. A

commitment fee of 35% of the

applicable margin per annum is

due on the undrawn RCF.

A debt origination fee of 0.5%

(initial

RCF: 1%) is payable on the available commitment of R200 million.

Relevant covenants include that, during any rolling 12 month period, (i) the interest cover

shall not be less than 4 times and (ii) net

debt

to Adjusted EBITDA shall not exceed 2 times.

1 Interest cover means the ratio of Adjusted EBITDA to Total

Net Interest (interest charged on Financial Indebtedness after deducting all interest received on Cash and cash

equivalents (excluding interest received on restricted cash)).

2 Means Total Net Debt after deducting Cash and cash equivalents

(excluding restricted cash)

The description of the amended RCF is qualified by reference to the addendum to the RCF filed herewith as an Exhibit to our

Annual Report on Form 20-F for the year ended June 30, 2020.

Performance

Guarantee

On December 10, 2018, ABSA Bank Limited (acting through its Corporate and Investment Banking division) issued a performance

guarantee (“

Guarantee

”) to Ekurhuleni Metropolitan Municipality (refer to Item 18. “Financial Statements

- Note 24 – Payments made under

protest”). R125 million of the initial R300 million RCF was committed to the Guarantee.

The amended R200 million RCF dated September 14, 2020 does not include any commitment towards the Guarantee.

The description of the performance guarantee issued

to the Municipality is qualified by reference to the

Addendum to the RCF and

the Performance Guarantee filed herewith as Exhibits to this report.

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

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

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

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

the SARB prior

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

the SARB,

and certain

restrictions

are placed

on its ability

obtain local

financial

assistance.

We are not, and have

never been,

designated

an “affected

person” by

the SARB.

Foreign investment

and outward loans

by South African companies

are also restricted.

In addition, without

the approval of the

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 the

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 the SARB is required in advance for investments in excess of R500 million. On application

to the 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, the

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,

the SARB may

instruct that

the

equity be disposed of. In our experience the 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

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 the 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;

●

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

ADRs 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 ADRs

on the relevant

record date

will be entitled

to receive any

dividends

payable in respect

of the shares

underlying the

ADRs, 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 ADRs,

net of conversion

expenses of

the depositary, in accordance with the deposit

agreement. The depositary

will charge holders of ADRs, 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, individuals

not resident in South Africa

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) R34,500

if the taxpayer

is 65 years

of age or

older or (b)

R23,800 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.

Section 64F of the amendments to the Income Tax Act as set out in Part VIII in Chapter II of the Income Tax Act sets out beneficial

owners

who are

exempt

from the

dividend tax

which includes

resident

companies

receiving

a dividend

after

the effective

date, being

April 1,

2012.

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

ADRs

to a U.S.

resident

(within the

meaning of

the Tax Treaty)

to 5% of

the gross

amount of

the dividends

if such

U.S.

resident is

a company which

holds directly

at least 10%

of our voting

stock and 20%

of the gross

amount of the

dividends

in all other

cases.

The above

provisions

shall not

apply if

the beneficial

owner of

the dividends

is resident

in the

United States,

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.

In fiscal years

2021 and 2020,

the corporate tax

rates for taxable mining

and non-mining income,

to which the

Companies in the

Group is subject, were 34% and

28%, respectively. The formula for determining the South African

gold mining tax rate for fiscal

years ended

2021 and 2020 is: Y = 34 – 170/X. 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.

With effect from April 1, 2014, Section 8F of the

Income Tax Act results

in any amount of interest which is incurred in respect of a

“

hybrid debt

instrument

” is

deemed to

be a

dividend

in specie

declared by

the payor

and received

by the

recipient which

is exempt

from

income tax, as opposed

to interest which is

taxable. The terms of

some of our intercompany

loans cause the affected

loans to be deemed

“

hybrid debt instruments

” and the interest thereof

to be deemed to

be an exempt dividend

in specie

. This characterization of

the affected loans

as a “

hybrid debt instrument

” was not impacted by subsequent

amendments

to Section

8F of the

Income Tax Act

that became

effective

in fiscal

year 2017.

U.S. Federal

Income

Tax Considerations

The following discussion

is a summary of the U.S.

federal income

tax considerations

to U.S. holders of the ownership

and disposition

of ordinary shares or

ADRs. It

deals only with

U.S. holders who

hold ordinary shares or

ADRs

as capital assets

for U.S.

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

a court if

challenged

by the Internal

Revenue Service.

This discussion

does not address

all aspects

of U.S. federal

income taxation

that may be

applicable

to holders

in light of

their particular

circumstances and

does not

address special

classes of

U.S. holders

subject to

special treatment (such

dealers in

securities or

currencies,

partnerships

or other

pass-through

entities,

banks and

other financial

institutions,

traders

in securities

that elect

mark-to-market

treatment,

insurance

companies,

tax-exempt

organizations

(including

private

foundations),

certain

expatriates

or former

long-term

residents

of the

United

States,

persons

holding ordinary shares or

ADRs

as part

of a

“hedge,” “conversion transaction,” “synthetic security,” “straddle,” “constructive sale” or other

integrated investment,

persons

who

acquired

the

ordinary

ADRs

upon

the

exercise of

employee

stock

options

otherwise as

compensation,

persons whose

functional currency

is not the U.S. dollar,

or persons that

actually or constructively

own ten percent

or more of the

voting power

or value

of our shares).

This discussion

addresses

only U.S. federal

income tax

considerations

and does not

address

the effect

of any

state, local,

or foreign

tax laws

that may apply, the

alternative

minimum tax,

the Medicare

tax or the

application

of the federal

estate or

gift tax.

For purposes of this

discussion, a “U.S. holder” is

a beneficial owner of ordinary shares or

ADRs

who or

that is, for

U.S. federal income tax

purposes:

●

a citizen or

individual

resident of

the United

States;

●

a corporation (or any entity treated as a corporation for U.S. federal income

tax purposes) created or organized under the laws of the

United States

or any political

subdivision

thereof;

●

an estate,

the income

of which is

subject to U.S.

federal income

tax without

regard to

its source;

●

a trust, if a court within the United States is able to exercise primary

supervision over the administration

of the trust and one or more

U.S. 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

U.S. person.

If a partnership (or

an entity treated

as a partnership

for U.S. federal income

tax purposes) holds

any ordinary shares

or ADRs, the tax

treatment of a partner will generally

depend on the status of the partner and on the activities

of the partnership. Partners

in partnerships holding

any ordinary

shares or

ADRs

are urged to

consult their

tax advisors.

Because

individual

circumstances

may differ,

U.S. holders

of ordinary

or ADRs

are urged

to consult

their tax

advisors

concerning

the U.S. federal

income tax

considerations

applicable

to their particular

situations

as well as any

considerations

to them arising

under the tax

laws

of any foreign,

state or

local taxing

jurisdiction.

Ownership

of Ordinary

Shares or ADRs

For purposes

of the

Code, a

U.S. holder

of ADRs

will be

treated

for U.S.

federal

income tax

purposes

as the

owner of

the ordinary

represented by those ADRs.

Exchanges of ordinary

shares for ADRs

and ADRs

for ordinary shares generally

will not be subject to U.S. federal

income tax.

Subject to the discussion below under the heading “Passive

Foreign Investment Company”,

distributions with respect

to the ordinary

shares or

ADRs, other

than distributions

in liquidation

and distributions

in redemption

of stock that

are treated

as exchanges,

will be taxed

to U.S.

holders as ordinary

dividend

income to the

extent that the

distributions

do not exceed

our current and

accumulated

earnings and

profits. For U.S.

federal income

tax purposes,

the amount of any

distribution

received by a

U.S. 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 U.S.

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 U.S. 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,

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

ADRs.

To the extent

that these

distributions

exceed

the U.S.

holder's

tax basis

in the

ordinary

or ADRs,

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 U.S.

federal income

tax purposes.

U.S. holders

should therefore

assume that any

distributions

with respect

our ordinary

shares or

ADRs

will constitute

dividend income.

“Qualified dividend income” received by

individual U.S. holders (as

well as

certain trusts and

estates) generally will be

taxed at

maximum U.S.

federal income

tax rate applicable

to capital gains.

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 United

States or

(ii) our

ordinary shares

or ADRs

with respect to which such

dividends were paid

are readily tradable

on an established securities

market in the United States.

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”. U.S.

holders are

urged to consult

their tax

advisors regarding

the U.S. federal

income tax

rate that

will be applicable

��

to their receipt

any dividends

paid with respect

to the ordinary

shares and

ADRs.

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 U.S. Internal

Revenue Service

has the authority

to determine

the spot rate.

Dividend

income

derived

with respect

to the

ordinary

shares or

ADRs will

not be eligible

for the

dividends

received

deduction

generally

allowed to

a U.S. 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

U.S. holders,

“general category

income.”

Passive Foreign

Investment

Company

A special

and adverse

set of

U.S. federal

income

tax rules

apply

to a

U.S. holder

that holds

stock

in a

passive

foreign

investment

company,

or PFIC. We would be a PFIC

for U.S. 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

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, U.S.

holders

of the

ordinary

or ADRs

would be

subject

to special

rules with

respect

to (i) any

gain recognized

upon the

disposition

of the

ordinary

or ADRs

and (ii)

any receipt

of an

excess

distribution

(generally, any

distributions

to a

U.S. holder

during a

single

taxable

year that

is greater

than 125% of

the average

amount of distributions

received

by such U.S.

holder during

the three

preceding taxable

years in respect

of the ordinary

shares or

ADRs

or, if shorter, such

U.S. holder's

holding period

for the ordinary

shares or

ADRs). Under

these rules:

●

the gain

or excess

distribution

will

be allocated

ratably

over a

U.S.

holder's

holding period

for the

ordinary

or ADRs,

as applicable;

●

the amount

allocated

to the taxable

year in

which a U.S.

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

U.S. holder

if we

are a

PFIC for

any year

during a

U.S. holder's

holding period,

if we cease to satisfy

the requirements

for PFIC classification,

the U.S. 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 ADRs through the

close of the tax year

in which we cease

to be a PFIC.

A U.S. holder of a PFIC is

required to file an annual

report with the Internal

Revenue Service

containing such

information as

the U.S.

Secretary

of Treasury may

require.

A U.S. holder of

the ordinary shares or ADRs

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 U.S. 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

or ADRs

and the

U.S. holder's

adjusted

tax basis

in such

ordinary

or ADRs.

Losses

would be

allowed

only to the

extent of

net mark-to-market

gain previously

included

by the U.S.

holder under

the election

for prior

taxable years.

If a mark-to-market

election with respect

to ordinary shares

or ADRs

is in effect on the date of a U.S. holder's

death, the tax basis

of the ordinary shares

or ADRs in

the hands

of a U.S.

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 ADRs. U.S.

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

ADRs.

In the case of

a U.S. holder who

holds ordinary

shares or ADRs

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

which such

holder owns

the ordinary

shares or

ADRs

and if we

comply with

certain reporting

requirements.

However, we

do not intend

to supply

U.S. 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.

We believe that we

were not a PFIC for

our fiscal year ended June 30, 2021. However, under the PFIC rules income and assets are

require to be measured

and classified in accordance

with U.S. federal income

tax principles.

Our analysis is based

on our financial statements

prepared in accordance

with IFRS, which

may substantially

differ from U.S.

federal income

tax principles.

Therefore, no

assurance can

be given

that we were not a PFIC. 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

become a

PFIC.

Accordingly, there

can be no assurance

that we will

not become

a PFIC.

The rules relating

to PFICs are very complex.

U.S. holders

are urged to consult

their tax advisors

regarding the application

of the PFIC

rules to their

investments

in our ordinary

shares or ADRs.

Disposition

of Ordinary

Shares or ADRs

Subject to the

discussion above under the heading “Passive Foreign Investment Company”, upon a

sale, exchange, or other taxable

disposition

of ordinary

or ADRs,

a U.S.

holder will

recognize

gain or

loss in

an amount

equal to

the difference

between the

U.S. dollar

value

of the amount realized

on the sale or exchange

and such holder's adjusted

tax basis in the ordinary

shares or ADRs. Subject

to the application

the “passive foreign investment company”

rules discussed above, such gain or loss generally will be capital gain or loss and will be

long-term

capital gain

or loss if

the U.S. holder

has held the

ordinary shares

or ADRs for

more than

one year. The deductibility

of capital

losses is

subject to

limitations.

Gain or

loss recognized

by a U.S.

holder on

the taxable

disposition

of ordinary

or ADRs

generally

will be

treated as

U.S.-source

gain or loss

for U.S. foreign

tax credit

purposes.

In the case of a cash basis U.S. holder who receives rands in connection

with the taxable disposition

of ordinary shares or ADRs, the

amount realized

will be

based on

the spot

rate as

determined

on the settlement

date of

such exchange.

A U.S. holder

who receives

payment in

rand

and converts rand

into U.S. 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.

An accrual basis U.S.

holder may elect

the same treatment required of

cash basis taxpayers with respect to

a taxable disposition of

ordinary

or ADRs,

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 U.S.

holder may

have a foreign

currency gain

or loss for

U.S. federal

income tax

purposes because

of the differences

between the

U.S. 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 U.S.

holder on the

disposition

of such ordinary

shares or

ADRs.

Information

with respect

to Foreign Financial

Assets

Certain U.S. holders may be required

to report on Internal Revenue Service

Form 8938 information relating

to an interest in ordinary

shares or ADRs,

subject to certain

exceptions (including an exception for assets held

in accounts maintained by

certain financial institutions,

although the account

itself may be reportable

if held at a non-U.S. financial

institution). U.S.

holders should consult

their tax advisers regarding

the effect, if any, of this reporting requirement on their acquisition,

ownership and disposition

of ordinary shares or ADRs. U.S. holders should

consult their

tax advisors

regarding application

of the information

reporting and

backup withholding

rules.

10F. DIVIDENDS AND PAYING AGENTS

Not applicable

10G. STATEMENT BY EXPERTS

Not applicable.

10H. DOCUMENTS

ON DISPLAY

DRDGOLD files annual

reports on Form 20-F and reports

on Form 6-K with the SEC. You may access this information

at the SEC’s

home page (http://www.sec.gov). Copies of the documents referred to herein may be inspected at DRDGOLD Limited’s offices by

contacting

DRDGOLD Limited,

P.O. Box 390, Maraisburg,

Johannesburg,

South Africa

1700. Attn:

Company Secretary.

Tel No. +27-11-470-2600.

10I. SUBSIDIARY

INFORMATION

Not applicable.

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. Refer to Item 18. ‘‘Financial Statements - Note 27 - Financial instruments’’ of the consolidated financial statements

for a qualitative and

quantitative

discussion

of our exposure

to these market

risks.

Our long-term strategy

is to

remain unhedged and

to keep

borrowings to a

minimum.

During fiscal 2021

we do

not hold

or issue

derivative financial instruments

for speculative purposes, nor did we hedge forward gold

sales.

However, in instances where we need

to incur

medium-term

borrowings

to finance

growth projects

that introduce

some liquidity

risk to

the Group,

we may

mitigate

this liquidity

risk by

entering

into an arrangement

to provide price

protection against

a possible decrease

in the Rand gold price

while borrowings

are in place.

For example in

fiscal 2019

we entered

into a hedging

instrument

in the form

of a collar

in respect

of 50,000 ounces

of gold that

expired at

the end of

May 2019.

Commodity

price risk

The rand 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,

rand 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

rand gold price

is impossible

for us to predict.

The rand price

of gold may

not remain

at a level

allowing us

to economically

exploit our reserves.

It is

our long-term

policy

not to

hedge

this commodity

price

risk. However,

in instances

where

we need

to incur

medium-term

borrowings

to finance growth

projects that introduce

some liquidity risk

to the Group, we may mitigate

this liquidity risk

by entering into an arrangement

provide price

protection

against a

possible decrease

in the Rand

gold price

while borrowings

are in place.

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 trade

and other receivables

from customers

The Group

manages

its exposure

to credit

risk on

cash and

cash equivalents

and cash

equivalents

in environmental

rehabilitation

trust

funds (classified

as investments

in rehabilitation

obligation

funds

in the

statement

of financial

position),

by investing

cash

and cash

equivalents

across several

major financial

institutions,

considering

the credit

ratings of

the respective

financial institutions,

funds and

underlying

instruments.

The Group

manages its

exposure

to credit

risk on trade

receivables

by maintaining

a short

term cycle

to settlement

of 2 days.

The Group

manages its

exposure to

credit risk

on other receivables

by dealing with

a number of

counterparties,

ensuring that

these counterparties

are of good

credit standing

and transacting on

secured or

cash basis

where considered required.

Receivables are regularly

monitored and

assessed for

recoverability.

Foreign currency

risk

Our reporting

currency

is South

African

rand. Although

gold is

sold in

US dollars,

the Company

is obliged

to convert

this into

rands. No

hedges

were

entered

into during

fiscal

2021. 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

mostly held

in South African

rands. Holdings

denominated

in other currencies

are not material.

Liquidity risk - Long-term debt

Set out below is an analysis of our debt as at June 30, 2021 consisting of capital and interest related to lease liabilities. All of

our long-term debt is denominated in South African rand.

Interest rate

Total

8.8% - 10.3%

R'm

Repayment period

2022

20.5

2023

18.3

2024

12.6

2025

5.9

2026

5.2

2027

1.3

Total

63.8

Based on our fiscal year 2021 financial results, a hypothetical 100 basis points (increase)/decrease in interest rate activity would

(increase)/decrease our interest expense by R0.5 million.

ITEM 12. DESCRIPTION

OF SECURITIES

OTHER THAN EQUITY

SECURITIES

See Item 9.

"The Offer and

Listing Details".

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)

[1]

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 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

The Bank of

New York Mellon, as

Depositary, has

agreed to

reimburse DRDGOLD

an annual amount

of $75,000 mainly

consisting

accumulated contributions towards the Company’s

investor relations activities (including investor meetings, conferences and

fees of

investor

relations

service vendors).

After the

deduction

of other

fees, the

annual reimbursement

for the

year ended

June 30,

2021 amounts

to approximately

$51,944 (June 30, 2020:

$16,237, June 30, 2019:

$5,974). DRDGOLD is also entitled to

a 25%

share of the

dividend fees which amounts to

approximately

$65,551 for

the year

ended June

30, 2021 (June

30, 2020:

$nil, June

30, 2019: $20,195).

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

None

ITEM 15. CONTROLS AND PROCEDURES

15A. Disclosure

Controls and

Procedures

June

30,

2021,

our

management,

with

the

participation

our

Chief

Executive

Officer

and

Chief

Financial

Officer

have

evaluated the effectiveness of our

disclosure controls and procedures (as

this term is defined in

Rules 13a-15(e) and 15d-15(e)

of the Exchange

Act).

Our

management,

including

the

Chief

Executive

Officer

and

Chief

Financial

Officer,

concluded

that

our

disclosure

controls

and

procedures were effective as of June 30, 2021.

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 of 1934 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(a) 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

necessary

permit

preparation

financial

statements

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

our

internal

control

over

financial

reporting

June 30, 2021.

making

this

assessment, our

management used

the criteria

set forth

by the

Internal Control

-Integrated Framework

(2013)

issued by

the Committee

Sponsoring Organizations of the Treadway Commission (COSO). Based

on our assessment and those criteria,

our management concluded that

as of June 30, 2021 our internal control over financial reporting was effective.

15C. Attestation

Report of the

independent registered

public accounting

firm

The effectiveness of internal control over financial reporting as of June

30, 2021 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

During the

year ended

June 30,

2021, 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 16.

ITEM 16A. AUDIT

COMMITTEE FINANCIAL

EXPERT

Mr. J.A. Holtzhausen, 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 Conduct that

applies to all

senior executives including

our Non-Executive Chairman,

the Chief Executive

Officer,

Chief Financial Officer,

Chief Operating Officer

and the Financial

Director at our

mining operation as

well as all

other employees.

The Code of Conduct can be accessed on the Company’s website at the following web address: www.drdgold.com/about-us/governance.

ITEM 16C. PRINCIPAL ACCOUNTANT

FEES AND SERVICES

KPMG Inc. has served

as our independently

registered

public accountant

for the fiscal years

ended June 30, 2021,

2020 and 2019,

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

year 2021 and

2020:

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.

Auditors' remuneration

Year ended

June 30,

2021

2020

R m

Audit fees

9.1

8.4

All other fees

0.7

0.4

Total

9.8

8.8

All Other

Fees

The all other fees during fiscal year 2021 consist of the following:

●

R0.5 million with

respect to limited assurance

provided by KPMG on

specified items contained in

our Integrated Report

for fiscal

year 2020; and

●

R0.2 million with

respect to limited assurance

provided by KPMG on

specified items contained in

our Integrated Report

for fiscal

year 2021;

The all other fees during fiscal year 2020 consist of the following:

●

R0.2 million with

respect to limited assurance

provided by KPMG on

specified items contained in

our Integrated Report

for fiscal

year 2019; and

●

R0.2 million with

respect to limited assurance

provided by KPMG on

specified items contained in

our Integrated Report

for fiscal

year 2020

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. DRDGOLD's

home country corporate

governance practices

are regulated by the Listing Requirements of the

JSE

(the "

JSE Listing

Requirements

").

are also exempt from certain NYSE

corporate

governance requirements as a "controlled company". The following paragraphs summarize the significant ways in

which DRDGOLD's home

country

corporate

governance

standards

and its

corporate

governance

practices

differ from

those followed

by domestic

companies

under the

NYSE

Listing Standards.

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

sufficiently high

insure a

representative vote.

Consistent with

the

practice of

companies incorporated

South

Africa, our

Memorandum of Incorporation requires a quorum of

three members present with sufficient voting

powers in person or

by proxy

exercise

in aggregate

25% of the voting

rights and

we have elected

to follow our

home country

rule.

●

The NYSE Listing

Standards require

that the non-management

directors of

US-listed companies

meet at regularly

scheduled executive

sessions without

management.

The JSE Listings

Requirements

do not require

such meetings

of listed

company non-executive

directors.

The board

has unrestricted access

to all

company information, records, documents and

property. Directors

may,

if necessary,

take

independent professional advice at the

Company’s expense and

non-executive directors have access to

management and may

meet

separately

with management,

without the

attendance

of executive

directors.

●

The NYSE Listing Standards

require U.S. listed companies

to have a nominating/corporate

governance committee

composed entirely

of independent

directors.

The JSE

Listing

Requirements

also require

the appointment

of such

a committee,

and stipulate

that all

members

this

committee must

non-executive

directors, the

majority of

whom

must

independent. DRDGOLD has

Nominations

Committee

which currently

comprises

six non-executive

directors,

all of whom

are independent

under the

NYSE Listing

Standards

and

the JSE Listing

Requirements,

except for

T.J. Cumming. The Nominations

Committee

is chaired

by the Chairman

of DRDGOLD.

●

The NYSE

Listing Standards require

U.S. listed

companies to

have a

compensation committee composed entirely

independent

directors.

The JSE Listing

Requirements

merely require

the appointment

of such a committee

but not that its

members be

independent.

DRDGOLD has appointed

a Remuneration Committee,

currently comprising

five board members,

all of whom are independent

under

both the JSE

Listing Requirements

and the NYSE

Listing Standards,

except for

T.J. Cumming.

●

The NYSE Listings

Standards require

U.S. listed companies

to have an Audit Committee

composed entirely

of independent directors.

The South African Companies Act requires

that the audit committee be approved by shareholders

on an annual basis at a company’s

annual general

meeting. The Companies

Act and the JSE Listings

Requirements also

require an audit

committee composed

entirely of

independent non-executive

directors. DRDGOLD

has appointed an Audit

Committee, currently

comprised of four board

members, all

of whom

are non-executive

and independent,

as defined

under both

the JSE

Listings

Requirements

and the

NYSE Listing

Requirements

●

The Companies

Act and

the JSE

Listings

Requirements

require the

appointment

of a Social

and Ethics

Committee,

and DRDGOLD

has

appointed a

Social and

Ethics Committee,

comprising four

directors,

three of whom

are independent

non-executive

directors.

ITEM 16H. MINE

SAFETY DISCLOSURES

Not applicable.

PART III

ITEM 17. FINANCIAL

STATEMENTS

Not applicable.

ITEM 18 FINANCIAL STATEMENTS

The following annual financial statements and related auditor’s report are filed as part of this Annual

Report

Page

Report of the Independent Registered Public Accounting Firm

F‑1

Consolidated statement of profit or loss and other comprehensive income for the years ended June 30, 2021,

2020 and 2019

F-4

Consolidated statement of financial position at June 30, 2021 and 2020

F‑5

Consolidated statement of changes in equity for the years ended June 30, 2021, 2020 and 2019

F‑6

Consolidated statement of cash flows for the years ended June 30, 2021, 2020 and 2019

F‑5

Notes to the consolidated financial statements

F‑1 to F‑29

About these consolidated financial statements

Use of accounting assumptions, estimates and judgements

New standards, amendments to standards and interpretations not yet adopted

Performance

Revenue

Results from operating activities

Cost of sales

5.1

Other income

5.2

Administration expenses and other costs

5.3

Finance income

Finance expense

Earnings per share

Resource assets and related liabilities

Property, plant and equipment

Right of use assets and leases

Provision for environmental rehabilitation

Investment in rehabilitation obligation funds

Working capital

Cash and cash equivalents

Cash generated by operations

Trade and other receivables

Trade and other payables

Inventories

Tax

Income tax

Income tax expense

18.1

Deferred tax

18.2

Employee matters

Employee benefits

Cash-settled tong-term incentive scheme

19.1

Equity-settled tong-term incentive scheme

19.2

Transactions with key management personnel

19.3

Capital and equity

Capital management

Equity

Disclosure items

Interest in subsidiaries

Operating segments

Payments made under protest

Other investments

Contingencies

Financial instruments

Related parties

Subsequent events

F-1

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

DRDGOLD Limited:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

have audited the

accompanying consolidated statements of

financial position of DRDGOLD

Limited and subsidiaries

(the Company) as

of June

30, 2021 and 2020,

the related consolidated statements of

profit or loss and other

comprehensive income, changes in equity,

and cash flows for each

of the

years in

the three-year

period ended

June 30,

2021, and

the related

notes (collectively,

the consolidated

financial statements).

also have

audited the

Company’s

internal control

over financial

reporting as

of June

30, 2021,

based on

criteria established

in Internal

Control –

Integrated

Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as

of June 30,

2021 and 2020,

and the results of

its operations and its

cash flows for

each of the years

in the three-year

period ended June

30, 2021, in

conformity

with International

Financial Reporting

Standards

as issued

by the

International Accounting

Standards

Board. Also

in our

opinion, the

Company maintained,

in all material

respects, effective

internal control over

financial reporting as

of June

30, 2021 based

on criteria established

Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for Opinions

The

Company’s

management

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 the Company’s consolidated

financial statements

and an

opinion on the

Company’s internal

control over financial

reporting based on

our audits. We

are a public

accounting firm registered

with the

Public Company Accounting Oversight

Board (United States)

(PCAOB) and are

required to be

independent with respect

to the Company

in accordance

with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our

audits in

accordance with

the standards

of the

PCAOB. Those

standards require

that we

plan and

perform the

audits

to obtain

reasonable assurance about whether the consolidated

financial statements are free of material

misstatement, whether due to error or fraud,

and whether

effective internal control over financial reporting was maintained in all material respects.

Our audits

of the

consolidated financial

statements included

performing procedures

to assess

the risks

of material

misstatement of

the consolidated

financial statements, whether due to error or

fraud, and performing procedures that respond to those risks. Such procedures

included examining, on a

test basis, evidence regarding the amounts and disclosures in the consolidated financial

statements. Our audits also included evaluating the accounting

principles used and significant estimates made by management, as well as evaluating the overall presentation

of the consolidated financial statements.

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.

Definition and Limitations of Internal Control Over Financial Reporting

company’s

internal

control over

financial

reporting

a process

designed

to provide

reasonable

assurance

regarding

the

reliability

financial

reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s

internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance

of records that, in reasonable detail,

accurately and

fairly reflect

the transactions

and dispositions

the assets

the company;

(2) provide

reasonable assurance

that transactions

are

recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and

expenditures of

the company are

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.

Critical Audit Matters

The critical

audit matters

communicated below

are matters

arising from

the current

period audit

of the

consolidated financial

statements that

were

communicated or required

to be communicated

to the audit

committee and that:

(1) relate to

accounts or

disclosures that are

material to the

consolidated

financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does

not alter in any way

our opinion on the consolidated

financial statements, taken as

a whole, and we are

not, by communicating the critical

audit matters

below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Evaluation of the provision for environmental rehabilitation

As discussed in

note 11

to the consolidated

financial statements, the

Company has recorded

a provision for

environmental rehabilitation of

R 570.8

million

June

30,

2021.

The

Company’s

estimates

undiscounted

environmental

rehabilitation

costs

used

calculating

the

provision

are

determined with the

assistance of an

independent expert and

are based on

the Company’s

environmental management plans

which are developed

accordance

with

current

regulatory

requirements,

the

Company’s

life-of-mine

(“LOM”)

plan

(discussed

note

the

consolidated

financial

statements) and the planned method of rehabilitation.

identified the evaluation

of the provision

for environmental rehabilitation

as a critical

audit matter.

Subjective auditor judgment

and specialized

F-2

skills and knowledge were required to evaluate the current

regulatory requirements, the Company’s LOM plan, specifically the estimated quantities of

economically recoverable gold, and the planned method of rehabilitation.

The following are the primary procedures we performed to address this critical audit matter:

●

We evaluated the design and tested the

implementation and operating effectiveness of

certain internal controls relating

to the Company’s process

to determine

the environmental

rehabilitation provision.

This included

controls related

to the

assessment of

current regulatory

requirements,

determination of the

Company’s LOM

plan, specifically related

to the estimated

quantities of economically

recoverable gold, and

the planned

method of rehabilitation;

●

involved

environmental

rehabilitation

professionals

with

specialised skills

and knowledge,

who

assisted in

evaluating

the

results of

the

Company’s undiscounted estimated environmental costs detailed in the independent environmental expert’s reports.

This was performed by:

evaluating the objectivity, knowledge, skills and ability of the Company’s

expert by comparing their professional qualifications, experience

and affiliations against industry norms and obtained and understanding of their scope of work; and

evaluating a

selection of sites

by performing site

inspections and challenging

the planned method

of rehabilitation that

was determined in

respect

each

selected

site.

This

was

performed

comparing

the

planned

method

rehabilitation

the

estimated

quantities

economically recoverable gold as indicated in the approved LOM plan, confirming that it is compliant with the environmental management

plans

approved

the

Department

Mineral

Resources

and

Energy,

where

applicable,

aligned

with

current

industry

practices

and

regulatory requirements, and

comparing selected inputs

to the Company’s

mineral reserves and

resources report that

was reviewed by

the

Company’s independent mineral resources expert.

●

We evaluated the objectivity, knowledge,

skills and

ability of

the Company’s independent

mineral resources

experts, that reviewed

management’s

mineral reserves and resources estimates, by comparing their professional qualification, experience and affiliation against industry norms;

●

evaluated the

mineral resources

experts’ reports

by vouching

a selection

of the

reported reclamation

sites to

environmental approvals

mining

rights and

evaluated the

methodology

and certain

key assumptions

used to

measure the

quantities of

economically recoverable

gold

against industry norms; and

●

We evaluated

the reasonableness of the total estimated quantities of economically recoverable gold as indicated

in the LOM plan by agreeing a

selection of

period to

period movements to

the current

period actual recovered

gold and

increments or adjustments

to the

data in

the expert’s

report.

Evaluation of deferred tax liabilities related to the Ergo and FWGR operations

As discussed in Note

18 to the consolidated

financial statements, the Company

has recorded a deferred

tax liability of R377.1

million as of June 30,

2021, a portion of which

related to the Ergo and

FWGR operations. The deferred tax

liabilities related to the Ergo and

FWGR operations are calculated

by applying a

forecast weighted average tax

rate to the

temporary differences. The

calculation of the

forecast weighted average

tax rate requires the

use of assumptions and

estimates, including the Company’s life-of-mine

(“LOM”) plan (as discussed

in note 9 to

the consolidated financial

statements)

that is applied to calculate the expected future profitability.

We identified the valuation

of deferred tax liabilities related to the Ergo and FWGR

operations as a critical audit matter.

Subjective auditor judgment

and specialised skills and knowledge were required to

evaluate the expected future profitability, that is based on the LOM

plan, which includes certain

key assumptions about the estimated quantities of economically recoverable gold and the forecasted rand gold price.

The following are the primary procedures we performed to address this critical audit matter:

●

evaluated

the

design

and

tested

operating

effectiveness

certain

internal

controls

relating

the

Company’s

process

develop

the

assumptions and estimates used in

calculating the forecast weighted average tax

rate. This included controls related to

certain key assumptions

about the

forecasted rand

gold price

and estimated

quantities of

economically recoverable

gold that

are applied

in determining

the expected

future profitability;

●

evaluated

the

objectivity,

knowledge,

skills

and

ability

the

Company’s

independent

mineral

resources

experts,

who

reviewed

management’s

mineral

reserves

and

resources

estimates,

comparing

their

professional

qualifications,

experience

and

affiliations

against

industry norms;

●

evaluated the

mineral resources

experts’ reports

by vouching

a selection

of the

reported reclamation

sites to

environmental approvals

mining

rights and

evaluated the

methodology

and certain

key assumptions

used to

measure the

quantities

of economically

recoverable gold

against industry norms;

●

We evaluated the

reasonableness of the total estimated quantities of economically recoverable gold as indicated in

the LOM plan by agreeing a

selection of

period to period

movements to the

current period

actual recovered gold

and increments or

adjustments to

the data in

the expert’s

report;

●

We evaluated the forecast rand gold price by comparing it to independent analyst reports;

●

evaluated the Company’s

ability to accurately

forecast its expected

future profitability by

comparing the historical

projections of the

rand

gold price and estimated quantities of economically recoverable gold to actual results; and

●

We performed a sensitivity analysis to assess the impact that changes in the forecasted rand gold price and estimated quantities of economically

recoverable gold, could have had on the expected future profitability and resultant calculated forecast weighted average tax rate.

Valuation

of the investment in Rand Refinery Proprietary Limited

As discussed

in Note

25.1 to

the consolidated

financial statements,

the

Company has

an unlisted

equity

investment in

Rand Refinery

Proprietary

Limited (RR) that is valued at R119.3 million as

of 30 June 2021. The fair value

of the RR investment includes the valuation

of the refining operations

F-3

(excluding Prestige Bullion) using a free cash flow

(“FCF”) model and the valuation of RR’s

investment in Prestige Bullion (Prestige) using a

finite-

life dividend discount (“DD”) model.

We identified the

valuation of the investment in RR as a critical audit

matter. Subjective auditor judgment and specialised skills and

knowledge were

required to evaluate certain key

inputs used in the FCF

and DD models, specifically the

forecasted average gold and

silver prices and discount rates,

including the weighted

average cost of capital,

cost of equity and

the marketability and

minority discount rates, applied

to calculate the

overall total

fair value for RR.

The following are the primary procedures we performed to address this critical audit matter:

●

We evaluated the design and tested the operating effectiveness of certain internal

controls related to the Company’s process to determine the fair

value of the investment in RR. This included controls related to the determination of key inputs including the

forecasted average gold and silver

prices and discount rates;

●

We involved valuation professionals with specialized skills and knowledge, who assisted in:

evaluating the forecasted

average gold and silver

prices used in the

FCF and DD models

by comparing them to

independent analysts’ reports;

evaluating the discount rates used by management in the FCF and DD valuation models by

comparing them against the discount rate ranges

that were independently developed using publicly available macroeconomic indicators and market data for comparable entities;

developing an independent range of fair values, using the independently developed discount

rates and the forecasted average gold and silver

prices, and compared our range of fair values to the Company’s calculated fair value for the investment in RR; and

performing a sensitivity analyses

to assess the impact

on the calculated fair

value of changes to

the certain key inputs

used in the FCF

and

DD models.

/s/ KPMG Inc.

We have served as the Company’s

auditor since 2003.

Johannesburg,

Republic of South Africa

October 28, 2021

CONSOLIDATED STATEMENT

OF PROFIT OR LOSS

AND OTHER COMPREHENSIVE INCOME

for the year ended June 30, 2021

F-4

Amounts in R million

Note

2021

2020

2019

Revenue

5,269.0

4,185.0

2,762.1

Cost of sales

5.1

(3,388.2)

(2,937.9)

(2,553.9)

Gross profit from operating activities

1,880.8

1,247.1

208.2

Other income

5.2

0.1

0.7

7.9

Administration expenses and other costs

5.3

(64.0)

(309.9)

(90.9)

Results from operating activities

1,816.9

937.9

125.2

Finance income

216.2

109.8

58.3

Finance expense

(69.5)

(68.8)

(78.4)

Profit before tax

1,963.6

978.9

105.1

Income tax

18.1

(523.7)

(343.9)

(26.6)

Profit for the year

1,439.9

635.0

78.5

Other comprehensive income

Items that will not be reclassified to profit or loss, net of tax

Net fair value adjustment on equity investments at fair value through other

comprehensive income

(34.4)

190.6

(5.9)

Fair value adjustment on equity investments at fair value through other

comprehensive income

(28.2)

191.8

(5.9)

Deferred tax thereon

18.2

(6.2)

(1.2)

Total other comprehensive income for the year

(34.4)

190.6

(5.9)

Total comprehensive income for the year

1,405.5

825.6

72.6

Earnings per share

Basic earnings per share (SA cents per share)

168.4

82.5

11.8

Diluted earnings per share (SA cents per share)

167.2

81.0

11.5

The accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENT

OF FINANCIAL POSITION

at June 30, 2021

F-5

Amounts in R million

Note

2021

2020

ASSETS

Non-current assets

3,675.3

3,485.4

Property, plant and equipment

2,809.7

2,621.1

Investments in rehabilitation obligation funds

652.2

626.0

Payments made under protest

40.5

35.0

Other investments

167.1

195.3

Deferred tax asset

18.2

5.8

8.0

Current assets

2,672.7

2,189.8

Inventories

340.0

323.4

Current tax receivable

8.6

4.9

Trade and other receivables

144.1

146.4

Cash and cash equivalents

2,180.0

1,715.1

TOTAL ASSETS

6,348.0

5,675.2

EQUITY AND LIABILITIES

Equity

4,820.4

4,040.2

Stated share capital

21.1

6,157.9

Retained earnings

(1,337.5)

(2,117.7)

Non-current liabilities

996.1

889.1

Provision for environmental rehabilitation

570.8

568.9

Deferred tax liability

18.2

377.1

273.1

Liability for post-retirement medical benefits (2020: Employee benefits)

10.3

10.1

Lease liabilities

10.2

37.9

37.0

Current liabilities

531.5

745.9

Trade and other payables

509.8

478.8

Liability for cash-settled long-term incentive scheme (2020: Employee benefits)

19.1

227.6

Current portion of lease liabilities

10.2

16.9

10.1

Current tax liability

4.8

29.4

TOTAL LIABILITIES

1,527.6

1,635.0

TOTAL EQUITY AND LIABILITIES

6,348.0

5,675.2

The accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENT

OF CHANGES IN EQUITY

for the year ended June 30, 2021

F-6

Stated

Other

Retained

Total

Amounts in R million

Note

capital

reserves

earnings

equity

Balance at June 30, 2018

4,177.7

(2,910.4)

1,267.3

Total comprehensive income

Profit for the year

78.5

Other comprehensive income

(5.9)

Total comprehensive income

72.6

Transactions with the owners of the parent

Contributions and distributions

Equity instruments issued as purchase consideration for the

acquisition of Far West Gold Recoveries ("

FWGR

895.7

453.6

1,349.3

Expenses incurred on issue of ordinary shares

(0.3)

Treasury shares acquired through subsidiary

21.1

(0.3)

Total contributions and distributions

895.1

453.6

1,348.7

Balance at June 30, 2019

5,072.8

453.6

(2,837.8)

2,688.6

Total comprehensive income

Profit for the year

635.0

Other comprehensive income

190.6

Total comprehensive income

825.6

Transactions with the owners of the parent

Contributions and distributions

Issue of ordinary shares

21.1

1,085.6

Expenses incurred on issue of ordinary shares

(0.5)

Reallocation of the equity instruments on exercise of the Sibanye-

Stillwater option

21.2

(453.6)

453.6

Dividend on ordinary shares

21.2

(565.1)

Equity-settled share-based payment

19.2

6.0

Total contributions and distributions

1,085.1

(453.6)

(105.5)

526.0

Balance at June 30, 2020

6,157.9

(2,117.7)

4,040.2

Total comprehensive income

Profit for the year

1,439.9

Other comprehensive income

(34.4)

Total comprehensive income

1,405.5

Transactions with the owners of the parent

Contributions and distributions

Dividend on ordinary shares

21.2

(641.3)

Equity-settled share-based payment

19.2

16.0

Total contributions and distributions

(625.3)

Balance at June 30, 2021

21.1

6,157.9

(1,337.5)

4,820.4

The accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENT

OF CASH FLOWS

for the year ended June 30, 2021

F-7

Amounts in R million

Note

2021

2020

2019

CASH FLOWS FROM OPERATING ACTIVITIES

Cash generated from operations

1,851.0

1,309.6

282.0

Finance income received

105.9

63.8

16.8

Dividends received

76.1

4.3

Finance expenses paid

(7.5)

(8.7)

(9.3)

Income tax paid

(452.1)

(240.1)

(1.2)

Net cash inflow from operating activities

1,573.4

1,128.9

288.3

CASH FLOWS FROM INVESTING ACTIVITIES

Acquisition of property, plant and equipment

(395.7)

(181.1)

(347.4)

Environmental rehabilitation payments to reduce decommissioning liabilities

(51.0)

(22.1)

(16.6)

Proceeds on disposal of property, plant and equipment

5.2

0.1

0.7

5.8

Funds received from environmental obligation funds

55.2

Net cash outflow from investing activities

(446.6)

(202.5)

(303.0)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from the issue of ordinary shares

21.1

1,085.6

Share issue expenses

(0.5)

(0.3)

Acquisition of treasury shares

21.1

(0.3)

Dividends paid on ordinary shares

(640.9)

(564.5)

Borrowings raised

192.0

Borrowings paid

(192.0)

Initial fees incurred on facility

(1.0)

(3.6)

Repayment of lease liabilities

10.2

(11.6)

(11.4)

(3.7)

Net cash (outflow)/inflow from financing activities

(653.5)

509.2

(7.9)

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS

473.3

1,435.6

(22.6)

Impact of fluctuations in exchange rate on cash held

(8.4)

Cash and cash equivalents at the beginning of the year

1,715.1

279.5

302.1

CASH AND CASH EQUIVALENTS AT

THE END OF THE YEAR

2,180.0

1,715.1

279.5

The accompanying notes are an integral part of these consolidated financial statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended June 30, 2021

F-8

ABOUT THESE CONSOLIDATED

FINANCIAL STATEMENTS

Reporting entity

The DRDGOLD

Group is

primarily involved

in the

retreatment of

surface gold.

The consolidated

financial statements

comprise

DRDGOLD Limited (the “

Company

”) and its subsidiaries

who are all wholly

owned subsidiaries and

solely operate in South

Africa

(collectively

the “

Group

” and

individually “

Group Companies

”).

The Company

is domiciled

in South

Africa

with a

registration

number of

1895/000926/06. The

registered address

of the

Company is

Constantia Office

Park, Cnr

14th Avenue

and Hendrik

Potgieter Road, Cycad House, Building 17, Ground Floor,

Weltevreden Park, 1709.

The DRDGOLD Group

50.1

% held by

Sibanye Gold Limited,

which in turn

is a wholly

owned subsidiary of

Sibanye Stillwater

Limited

(“

Sibanye-Stillwater

”).

Basis of accounting

The

consolidated

financial

statements

have

been

prepared

accordance

with

International

Financial

Reporting

Standards

(“

IFRS

”)

and

its

interpretations

issued

the

International

Accounting

Standards

Board

(“

IASB

”).

The

consolidated

financial

statements were approved by the board for issuance on October 28, 2021.

Functional and presentation currency

The functional and presentation currency of

DRDGOLD and its subsidiaries is

South African rand (“

Rand

”). The amounts in

these

consolidated financial statements

are rounded to

the nearest million

unless stated otherwise.

Significant exchange rates

during

the year are set out in the table below:

South African rand / US dollar

2021

2020

2019

Spot rate at year end

14.27

17.32

14.07

Average prevailing rate for the financial year

15.40

15.66

14.18

Basis of measurement

The consolidated financial statements are prepared on the historical cost basis, unless otherwise stated.

Basis of consolidation

Subsidiaries

Subsidiaries are

entities controlled

by the

Group. The

Group controls

an entity

when it

is exposed

to, or

has rights

to, variable

returns from its

involvement with the

entity and has

the ability to

affect those returns through

its power over

the entity. The financial

statements of subsidiaries

are included in

the consolidated financial

statements from the

date that control

commences until the

date that control ceases.

Loss of control

When the Group loses control

over a subsidiary,

it derecognises the assets and

liabilities of the subsidiary,

and any related NCI

and

other components

of equity.

Any

resulting gain

loss is

recognized

profit

loss.

Any interest

retained in

the forme

subsidiary is measured at fair value when control is lost.

Transactions eliminated on consolidation

Intra-group

balances,

transactions

and

any

unrealised

gains

and

losses

income

and

expenses

arising

from

intra-group

transactions, are eliminated in preparing the consolidated financial statements.

USE OF ACCOUNTING ASSUMPTIONS, ESTIMATES

AND JUDGEMENTS

The preparation of the consolidated

financial statements requires management to

make accounting assumptions, estimates and

judgements that affect the application of the Group's accounting policies and reported

amounts of assets and liabilities, income

and expenses.

Accounting

assumptions,

estimates

and

judgements

are

reviewed

ongoing

basis.

Revisions

reported

amounts

are

recognised in the

period in which

the revision is

made and in

any future periods

affected. Actual

results may differ

from these

estimates.

Information about

assumptions and

estimates in

applying accounting

policies that

have the

most significant

effect on the

amounts

recognised in the consolidated financial statements are included in the notes:

NOTE 9

PROPERTY,

PLANT AND EQUIPMENT

NOTE 11

PROVISION FOR ENVIRONMENTAL REHABILITATION

NOTE 18

INCOME TAX

NOTE 24

PAYMENTS

MADE UNDER PROTEST

NOTE 25

OTHER INVESTMENTS

Information about

significant judgements

in applying

accounting policies

that have

the most

significant effect

on the

amounts

recognised in the consolidated financial statements are included in the notes:

NOTE 24

PAYMENTS

MADE UNDER PROTEST

NOTE 25

OTHER INVESTMENTS

NOTE 26

CONTINGENCIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2021

F-9

NEW STANDARDS,

AMENDMENTS TO STANDARDS

AND INTERPRETATIONS

New standards, amendments to standards and interpretations effective for the year ended June 30, 2021

During

the financial

period, the

following relevant

new and

revised

accounting standards,

amendments to

standards and

new

interpretation were adopted by the Group:

Definition of Material (Effective July 1, 2020)

The amendment

clarifies the definition

of material to

make it easier

to understand

and provides guidance

on how the

definition

should be applied. The

changes in the definition now

ensures that the definition

is consistent across all

IFRS standards and the

Conceptual Framework.

●

old definition (IAS

1): Omissions or

misstatements of items

are material if

they could, individually

or collectively,

influence the

economic decisions that users make on the basis of the financial statements;

●

new definition (IAS

1): Information is

material if omitting,

misstating or obscuring

it could reasonably

be expected to

influence

the decisions that

the primary users of

general-purpose financial statements make

on the basis of

those financial statements,

which provide financial information about a specific reporting entity.

The

definition of

material

omissions or

misstatements from

IAS

Accounting Policies,

Changes in

Accounting Estimates

and

Errors

has been removed.

The amendments to IAS 1 and IAS 8 did not have a significant impact on the Group.

Amendments to References to Conceptual Framework in IFRS (Effective July 1, 2020)

The IASB decided to revise the Conceptual Framework because certain important issues were not covered and certain guidance

was unclear or out of date. The revised Conceptual Framework, issued by the IASB in March 2018, includes:

●

new concepts on measurement including factors to be considered when selecting the measurement basis;

●

new concepts on presentation

and disclosure, including when

to classify income and

expenses in other comprehensive

income;

●

new guidance on when assets and liabilities are removed from financial statements;

●

updated definitions of an asset and liability;

●

updated recognition criteria for including assets and liabilities in financial statements;

●

clarified concepts of prudence, stewardship, measurement uncertainty and substance over form; and

●

the

IASB

also

updated

references

the

Conceptual

Framework

IFRS

issuing

Amendments

References

the

Conceptual Framework in IFRS.

The amendments to the References to the Conceptual Framework did not have a significant impact on the Group.

New standards, amendments to standards and interpretations not yet effective

At the date

of authorisation

of these consolidated

financial statements, the

following relevant

standards, amendments to

standards

and interpretations that may be

applicable to the business of

the Group were in issue

but not yet effective and

may therefore have

an impact on

future consolidated financial

statements. These new

standards, amendments to

standards and interpretations

will

be adopted at their effective dates.

These new standards, amendments to standards and

interpretations are not expected to have a significant

impact on the Group

unless stated otherwise.

Annual Improvements to IFRS Standards 2018-2020 (Effective July 1, 2022)

part

its process

make

non-urgent

but

necessary

amendments

IFRS

Standards,

the

IASB

International

Accounting

Standards Board has issued the

Annual Improvements to IFRS Standards 2018–2020.

Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16) (Effective July 1, 2022)

The IASB has amended IAS

Property, Plant and Equipment

to provide guidance on

the accounting for such

sale proceeds and

the related production costs.

Under the amendments, proceeds from

selling items before the related

item of property,

plant and equipment (PPE) is

available

for use should

be recognised in

profit or loss,

together with the

costs of producing

those items. IAS

Inventories

should be applied

in identifying and measuring these production costs.

The amendments apply retrospectively,

but only to items of property,

plant and equipment made available for use on or after the

beginning of the

earliest period presented in

the financial statements

in which the amendments

are adopted.

Management has

begun performing evaluation of whether the amendment will have a significant impact on the

Group. More detail will be disclosed

in future financial statements.

Definition of Accounting Estimate

(Amendments to IAS 8) (Effective July 1, 2023)

The amendments introduce

a new definition for

accounting estimates: clarifying that

they are monetary

amounts in the financial

statements that are subject to measurement uncertainty.

The amendments also

clarify the relationship between

accounting policies and

accounting estimates by

specifying that a

company

develops an accounting estimate to achieve the objective set out by an accounting policy.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2021

F-10

NEW STANDARDS,

AMENDMENTS TO STANDARDS

AND INTERPRETATIONS

continued

New standards, amendments to standards and interpretations not yet effective

(continued)

Deferred Tax

related to Assets and

Liabilities Arising from a single

transaction – Amendments to

IAS 12

Income Taxes

(Effective July 1, 2023)

IAS

Income

taxes

clarifies

how

companies

should

account

for

deferred

tax

certain

transactions

–

e.g.

leases

and

decommissioning provisions. The amendments

narrow the scope of

the initial recognition exemption

so that it does

not apply to

transactions that give rise to equal and offsetting temporary differences. As a result, companies will need to recognize a deferred

tax asset

and a

deferred tax

liability for

temporary differences

arising on

initial recognition

of a

lease and

a decommissioning

provision.

Classification of liabilities as current or non-current (Amendments to IAS 1) (Effective July 1, 2023)

promote consistency in application and clarify the requirements on determining if a liability is current or non-current, the IASB

has amended IAS 1 as follows:

Right to defer settlement must have substance

Under existing IAS 1 requirements, companies classify a liability as current when they do not have an

unconditional right

to defer

settlement of the liability for at least twelve months after the end of the reporting period.

As part of its amendments, the IASB

has removed the requirement for a

right to be unconditional and instead,

now requires that

a right to defer settlement must have substance and exist at the end of the reporting period.

Classification of debt may change

A company

classifies a

liability as

non-current if

it has

a right

to defer

settlement for

at least

twelve months

after the

reporting

period. The IASB

has now clarified that

a right to defer

exists only if

the company complies with

conditions specified in

the loan

agreement at the end of the reporting period, even if the lender does not test compliance until a later date.

Disclosure of Accounting Policy (Amendments to IAS 1 and IFRS Practice Statement 2) (Effective July 1, 2023)

The

Board

has

recently

issued

amendments

IAS

Presentation

Financial

Statements

and

update

IFRS

Practice

Statement 2

Making Materiality Judgements

to help companies provide useful accounting policy disclosures.

The key amendments to IAS 1 include:

●

requiring companies to disclose their material accounting policies rather than their significant accounting policies;

●

clarifying that accounting policies related to immaterial

transactions, other events or conditions are themselves immaterial and

as such need not be disclosed; and

●

clarifying that not all accounting policies that relate to material transactions, other events or conditions are themselves material

to a company’s financial statements.

The amendments are applied prospectively.

Management has commenced an evaluation

of the impact of

the amendment will have on

the Group. More detail will

be disclosed

in future financial statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2021

F-11

REVENUE

ACCOUNTING POLICIES

Revenue comprises

the sale

of gold

bullion and

silver bullion

(produced as

a by-product).

Revenue is

measured based

on the

consideration specified in a

contract with the

customer, which is based on the

London Bullion Market fixing

price on the date

when

the Group transfers control over the goods to the customer.

The Group recognises revenue at a point in time when Rand Refinery, acting as an agent for the sale of all gold produced by the

Group, delivers the Gold to the buyer and the sales price is fixed, as evidenced by the certificate of sale. It is at this

point that the

revenue can

be measured

reliably and

the recovery

of the

consideration is

probable. Rand

Refinery is

contractually obliged

make payment to

the Group within

two business days

after the sale

of the gold

and silver and

therefore no significant

financing

component exists.

Amounts in R million

2021

2020

2019

Gold revenue

5,263.8

4,179.3

2,758.8

Silver revenue

5.2

5.7

3.3

Total

revenue

5,269.0

4,185.0

2,762.1

A disaggregation of revenue by operating segment is presented in note 23 OPERATING SEGMENTS.

MARKET RISK

Commodity price sensitivity

The Group's profitability

and the cash

flows are significantly affected

by changes in

the market price of

gold which is sold

in US

Dollars. The Group

did not enter into

forward sales of gold

production, derivatives or other

hedging arrangements to establish

commodity price in advance for the sale of future gold production during the year.

A change of

% in the average US Dollar gold price received during the financial year would

have increased/(decreased) equity

and profit/(loss)

by the

amounts shown

below.

This analysis

assumes that

all other

variables remain

constant and

specifically

excludes the impact on income tax.

Amounts in R million

2021

2020

2019

% increase in the US Dollar gold price

1,053.8

837.0

552.4

% decrease in the US Dollar gold price

(1,053.8)

(837.0)

(552.4)

Exchange rate sensitivity

The Group's profitability and the cash flows

are significantly affected by changes in the Rand

to the US Dollar exchange rate. The

Group did not enter into forward sales of US Dollars, derivatives or other hedging arrangements to establish an exchange rate in

advance for the sale of US Dollars to be received in the future.

change

the

average

Rand

Dollar

exchange

rate

received

during

the

financial

year

would

have

increased/(decreased) equity and profit/(loss)

by the amounts shown

below. This analysis assumes that

all other variables

remain

constant and specifically excludes the impact on income tax.

Amounts in R million

2021

2020

2019

% increase in the Rand to US Dollar exchange rate

1,053.8

837.0

552.4

% decrease in the Rand to US Dollar exchange rate

(1,053.8)

(837.0)

(552.4)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2021

F-12

RESULTS FROM

OPERATING

ACTIVITIES

5.1

COST OF SALES

Amounts in R million

Note

2021

2020

2019

Cost of sales

(3,388.2)

(2,937.9)

(2,553.9)

Operating costs (a)

(3,122.5)

(2,692.1)

(2,471.1)

Movement in gold in process and finished inventories - Gold Bullion

(25.6)

3.1

32.6

Depreciation

(252.5)

(270.8)

(169.1)

Change in estimate of environmental rehabilitation

12.4

21.9

60.0

Retrenchment costs (b)

(6.3)

The most significant components of operating costs include:

Consumable stores

(880.2)

(801.0)

(866.5)

Labour including short term incentives

(598.4)

(573.0)

(476.7)

Electricity

(488.2)

(420.9)

(399.4)

Specialist service providers

(510.7)

(447.5)

(437.1)

Machine hire

(127.4)

(95.2)

(77.7)

Security expenses

(122.8)

(87.8)

(59.9)

Water

(57.1)

(47.0)

(44.1)

Pre-production costs capitalised

93.7

Voluntary staff retrenchments

(6.3)

RELATED PARTY

TRANSACTIONS

FWGR entered into an agreement with Sibanye-Stillwater effective July 31, 2018 for the pumping and supply of water and

electricity to the FWGR operations for which FWGR is invoiced based on metered usage of water and electricity.

FWGR also entered into a smelting agreement with Sibanye-Stillwater effective July 31, 2018 to smelt and recover gold from gold

loaded carbon produced at FWGR, and deliver the gold to Rand Refinery. As consideration for this service, Sibanye-Stillwater

receives a fee based on the smelting costs plus 10% of the smelting costs.

Rand Refinery performs the final refinement and marketing of all gold and silver produced by the Group. As consideration for this

service, Rand Refinery receives a variable refining fee plus fixed marketing and administration fees.

All transactions and outstanding balances with related parties are to be settled in cash within 30 days of the invoice date. None

of the balances are secured. No expense has been recognised in the current year as a credit loss allowance in respect of amounts

charged to related parties.

Amounts in R million

2021

2020

2019

Services rendered by related parties and included in operating costs:

Supply of water and electricity

68.1

50.0

16.9

Gold smelting and related charges

21.1

19.8

12.9

Other charges

0.7

1.6

Charges to Sibanye-Stillwater

(0.2)

(6.5)

Gold refining and related charges

6.8

4.9

3.6

96.7

76.1

26.9

Paid to Sibanye-Stillwater by FWGR

2019 charges relate to material processed on behalf

of Sibanye-Stillwater in terms of a toll treatment

agreement and recovered the related

costs from Sibanye-Stillwater. 2020 charges relate to miscellaneous

items

Paid to Rand Refinery

5.2

OTHER INCOME

ACCOUNTING POLICIES

Other income is

recognised where it

is probable that

the economic benefits

associated with a

transaction will flow

to the Group

and it can be reliably measured.

Other income is generally income earned from transactions outside the course of the Group’s ordinary activities and may include

gains on disposal of property, plant and equipment and gains on financial instruments at fair value through profit or loss

Amounts in R million

2021

2020

2019

Gain on disposal of property, plant and equipment

0.1

0.7

5.8

Gain on financial asset at fair value through profit or loss

2.1

0.1

0.7

7.9

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2021

F-13

RESULTS FROM

OPERATING

ACTIVITIES

continued

5.3

ADMINISTRATION

EXPENSES AND OTHER COSTS

Amounts in R million

Note

2021

2020

2019

Included in administration expenses and other costs are the following:

Share based payment benefit/(expenses)

28.3

(224.1)

(21.4)

Cash settled Long-Term

Incentive ("

CLTI

") scheme

19.1

44.3

(218.1)

(21.4)

Equity settled Long-Term

Incentive ("

ELTI

") scheme

19.2

(16.0)

(6.0)

FINANCE INCOME

ACCOUNTING POLICY

Finance income includes interest received, growth in cash and cash equivalents in environmental rehabilitation trust funds, growth

in the reimbursive

right for environmental rehabilitation

guarantees, dividends received and

the unwinding of

the Payments made

under protest

Amounts in R million

Note

2021

2020

2019

Interest on financial assets measured at amortised cost

108.7

63.1

16.9

Growth in cash and cash equivalents in environmental rehabilitation trust

funds

22.5

33.3

30.5

Growth in reimbursive right for environmental rehabilitation guarantees

3.7

5.2

7.9

Dividends received

76.1

4.3

Unwinding of Payments made under protest

4.8

3.9

3.0

Other finance income

0.4

216.2

109.8

58.3

FINANCE EXPENSE

ACCOUNTING POLICY

Finance expenses

comprise interest

payable on

financial instruments

measured at

amortised cost

calculated using

the effective

interest method, unwinding of the provision for environmental rehabilitation, interest on lease liabilities, the discount recognised on

Payments made under protest and foreign exchange losses.

Amounts in R million

Note

2021

2020

2019

Interest on financial liabilities measured at amortised cost

(2.3)

(2.0)

(10.2)

Interest on financial liabilities measured at amortised cost capitalised

9.4

Unwinding of provision for environmental rehabilitation

(44.7)

(52.0)

(66.3)

Discount recognised on Payments made under protest

(7.4)

(7.1)

(6.5)

Interest on lease liabilities

10.2

(4.5)

(5.1)

(2.0)

Unrealised foreign exchange loss

(8.4)

Other finance expenses

(2.2)

(2.6)

(2.8)

(69.5)

(68.8)

(78.4)

EARNINGS PER SHARE

Amounts in R million

2021

2020

2019

The calculations of basic and diluted earnings per ordinary share

are based on the following:

Profit for the year

1,439.9

635.0

78.5

Reconciliation of weighted average number of ordinary shares to

diluted weighted average number of ordinary shares

Note

2021

2020

2019

Weighted average number of ordinary shares in issue

855,113,791

769,941,874

664,553,283

Effect of Sibanye-Stillwater Option

21.1

9,464,684

15,387,695

Effect of equity-settled share-based payment

19.2

5,935,215

4,283,001

Diluted weighted average number of ordinary shares

861,049,006

783,689,559

679,940,978

SA cents per share

2021

2020

2019

Basic earnings per share

168.4

82.5

11.8

Diluted earnings per share

167.2

81.0

11.5

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2021

F-14

PROPERTY,

PLANT AND EQUIPMENT

SIGNIFICANT ACCOUNTING ASSUMPTIONS AND ESTIMATES

Mineral reserves and resources estimates

The Group is required to determine and report

mineral reserves and resources in accordance with the

South African Code for the

Reporting

Exploration

Results,

Mineral

Resources

and

Mineral

Reserves

(SAMREC

Code).

order

calculate

mineral

reserves and

resources, 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. Estimating the quantity

and/or grade of mineral reserves and resources

requires

the size, shape and

depth of reclamation sites

to be determined by

analysing geological data such

as the logging and

assaying

drill

samples.

This

process may

require complex

and

difficult

geological

judgements

and calculations

interpret

the data.

Because the assumptions used to estimate

mineral reserves and resources change from period

to period and because additional

geological

data is

generated

during

the course

operations, estimates

of mineral

reserves and

resources may

change from

period to

period. Mineral reserves

and resources estimates

prepared by management

are reviewed by

an independent mineral

resources expert.

Changes

reported

mineral

reserves

and

resources

may

affect

the

Group’s

life-of-mine

plan,

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

charged to

profit or

loss may

change where

such charges

are determined

by the

units-of-production method,

where the useful lives of assets change;

• decommissioning, site restoration and environmental provisions may change where changes in

estimated mineral reserves and

resources affect expectations about the timing or cost of these activities; and

• the carrying value of deferred tax assets and liabilities may change due to changes in estimates of the likely recovery of the tax

benefits and charges.

Depreciation

The calculation of

the units-of-production rate

of depreciation could

be affected if

actual production in

the future varies

significantly

from

current

forecast

production.

This

would

generally

arise

when

there

are

significant

changes

any

the

factors

assumptions used in estimating mineral reserves and resources. These factors could include:

• changes in mineral reserves and resources;

• the grade of mineral reserves and resources may vary from time to time;

• differences between actual commodity prices and commodity price assumptions;

• unforeseen operational issues at mine sites including planned extraction efficiencies; and

• changes in capital, operating, mining processing and reclamation costs, discount rates and foreign exchange rates.

ACCOUNTING POLICIES

Recognition and measurement

Property,

plant and equipment comprise

mine plant facilities and

equipment, mine property

and development (including mineral

rights) and

exploration assets.

These assets

(excluding exploration

assets) are

initially measured

at cost,

whereafter they

are

measured at cost

less accumulated depreciation

and accumulated impairment

losses. Exploration assets

are initially measured

at cost, whereafter they are measured at cost less accumulated impairment losses.

Cost includes expenditure

that is directly attributable

to the acquisition

or construction of the

asset, borrowing costs capitalised,

as well

as the

costs of

dismantling and

removing an

asset and

restoring the

site on

which it

is located.

Subsequent costs

are

included in

the asset’s

carrying amount

or recognised

as a

separate asset,

as appropriate,

only when

it is

probable that

future

economic benefits associated with the item

will flow to the Group and

the cost of the item can be

measured reliably.

Exploration

and evaluation

costs are capitalised

as exploration assets

on a project-by-project

basis, pending

determination of the

technical

feasibility and commercial viability of the project.

Exploration

assets

consists

costs

acquiring

rights,

activities

associated

with

converting

mineral

resource

mineral

reserve - the

process thereof includes

drilling, sampling and other

processes necessary to evaluate

the technical feasibility

and

commercial viability of a mineral

resource to prove whether a

mineral reserve exists. Exploration assets

also include geological,

geochemical and geophysical studies associated with prospective projects and tangible assets which comprise of property, plant

and equipment used

for exploratory activities. Costs

are capitalised to

the extent that

they are a directly

attributable exploration

expenditure and classified

as a separate class

of assets on a

project by project basis.

Once a mineral

reserve is determined or

the

project

ready

for

development,

the

asset

attributable

the

mineral

reserve

project

tested

for

impairment

and

then

reclassified to the appropriate class of assets. Depreciation commences when the assets are available for use.

Depreciation

Depreciation of

mine plant

facilities and

equipment, as

well as

mining property

and development

(including mineral

rights) are

calculated using the units of production method which

is based on the life-of-mine of each site.

The life-of-mine is primarily based

proved

and

probable

mineral

reserves.

reflects

the

estimated

quantities

economically

recoverable

gold

that

can

recovered from

reclamation sites

based on

the estimated

gold price.

Changes in

the life-of-mine

will impact

depreciation on

prospective

basis.

The

life-of-mine

prepared

using

methodology

that

takes

account

current

information

assess

the

economically recoverable gold from specific reclamation sites and includes the consideration of historical experience.

The

depreciation

method,

estimated

useful

lives

and

residual

values

are

reassessed

annually

and

adjusted

appropriate.

Changes to the useful lives may affect prospective depreciation rates. The current estimated

useful lives are based on the life-of-

mine of each

site, currently between

three

(2020:

four

; 2019:

three

) and 13

years(2020:

; 2019:

) years for

Ergo mining assets

and between

three

(2020:

four

; 2019:

five

) and 18 years (2020:

; 2019:

) years for FWGR mining assets.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2021

F-15

ACCOUNTING POLICIES continued

Impairment

The carrying

amounts of

property,

plant and

equipment are

reviewed at

each reporting

date to

determine whether

there is

any

indication

impairment,

whenever

events

changes

circumstances

indicate

that

the

carrying

amount

may

not

recoverable. If any

such indication exists,

the asset’s recoverable

amount is estimated.

For the

purposes of assessing

impairment,

assets are grouped at the

lowest levels for which there

are separately identifiable cash flows

(CGUs). The key assets of

a surface

retreatment operation which constitutes a

CGU are a reclamation site, a

metallurgical plant and a tailings

storage facility.

These

key

assets

operate

interdependently

produce

gold.

The

Ergo

and

FWGR

operations

each

have

separately

managed

and

monitored reclamation sites, metallurgical plants and tailings storage facilities and are therefore separate CGUs.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. The recoverable

amount was

determined by

estimating the

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. An impairment

loss is recognised

in profit or

loss if the

carrying amount of

an asset or

CGU exceeds its

recoverable amount.

Amounts in R million

Note

Mine plant

facilities and

equipment

Mine

property and

development

Exploration

assets

Total

June 30, 2021

Cost

2,604.3

2,154.0

110.5

4,868.8

Balance at the beginning of the year

2,203.5

2,147.0

266.3

4,616.8

Additions - property, plant and equipment owned

237.7

113.3

44.7

395.7

Additions - right-of-use assets

10.1

16.7

Lease modifications

10.1

2.3

Lease derecognitions

10.1

(1.0)

Disposals and scrapping

(54.7)

(133.4)

(188.1)

Change in estimate of decommissioning asset

14.9

14.2

(2.7)

26.4

Transfers between classes of property,

plant and

equipment

187.2

10.6

(197.8)

Accumulated depreciation and impairment

(1,074.0)

(975.4)

(9.7)

(2,059.1)

Balance at the beginning of the year

(1,017.5)

(968.5)

(9.7)

(1,995.7)

Depreciation

5.1

(112.2)

(140.3)

(252.5)

Lease derecognitions

1.0

Disposals and scrapping

54.7

133.4

188.1

Carrying value at end of the year

1,530.3

1,178.6

100.8

2,809.7

Comprising:

Property, plant and equipment owned

1,509.7

1,150.1

100.8

2,760.6

Right-of-use assets

10.1

20.6

28.5

49.1

Carrying value at end of the year

1,530.3

1,178.6

100.8

2,809.7

June 30, 2020

Cost

2,203.5

2,147.0

266.3

4,616.8

Balance at the beginning of the year

2,156.2

2,106.8

256.7

4,519.7

Impact of adopting IFRS 16 on July 1, 2019

7.5

23.4

30.9

Additions - property, plant and equipment owned

121.2

46.5

15.0

182.7

Additions - right-of-use assets

3.8

14.2

18.0

Lease modifications

7.5

Lease derecognitions

(26.7)

(0.1)

(26.8)

Disposals and scrapping

(1.6)

Change in estimate of decommissioning asset

(56.7)

(51.5)

(5.4)

(113.6)

Transfers between classes of property,

plant and

equipment

(0.2)

0.2

Accumulated depreciation and impairment

(1,017.5)

(968.5)

(9.7)

(1,995.7)

Balance at the beginning of the year

(909.9)

(824.8)

(9.7)

(1,744.4)

Depreciation

5.1

(127.1)

(143.7)

(270.8)

Lease derecognitions

17.9

Disposals and scrapping

1.6

Carrying value at end of the year

1,186.0

1,178.5

256.6

2,621.1

Comprising:

Property, plant and equipment owned

1,177.8

1,141.8

256.6

2,576.2

Right-of-use assets

10.1

8.2

36.7

44.9

Carrying value at end of the year

1,186.0

1,178.5

256.6

2,621.1

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2021

F-16

PROPERTY,

PLANT AND EQUIPMENT

continued

CONTRACTUAL COMMITMENTS

Contractual commitments not

provided for in

the consolidated financial

statements at June

30, 2021 amounted

to R

65.5

million

(2020: R

130.6

million).

Capital expenditure related to

material growth projects are

financed on a project-by-project

basis which may include

bank facilities

and existing cash

resources. Sustaining capital

expenditure is financed

from cash generated

from operations and

existing cash

resources.

RIGHT OF USE ASSETS AND LEASES

ACCOUNTING JUDGEMENTS

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains a lease if the

contract conveys the right to control the use of an identified asset for a

period of time in exchange for consideration. The contract

must

also

enforceable.

assess

whether

contract

conveys

the

right

control

the

use

identified

asset,

requires

judgement particularly on contracts with service contractors, which may contain embedded leases.

The Group assesses whether:

•

the contract involves the use of an identified asset;

•

the Group has the right to obtain substantially

all the economic benefits from use of the asset

throughout the period of use; and

•

the Group has the right to direct the use of the asset.

inception

or on

reassessment

of a

contract

that contains

lease component,

the

Group allocates

the consideration

the

contract to each lease component on the

basis of their relevant stand-alone prices. However,

for the lease of land and buildings

in which

it is

a lessee,

the Group

has elected

not to

separate non-lease

components and

account for

the lease

and non-lease

component as a single lease component.

Some property leases contain

options to renew under

the contract. Judgement is

applied in whether the

renewable option periods

must be included in the lease term i.e. it is reasonably certain that the options to renew will be exercised. In applying judgement,

the

Group

also

considers

whether

the

lease

term

commensurate

with

estimated

future

mine

plans

requirements

and

environmental rehabilitation obligations associated with the property post reclamation.

ACCOUNTING POLICIES

Right of use asset

The right of use asset is initially measured at cost, which comprises the initial amount of the lease liability and is adjusted by any

lease payments

made at

or before

the commencement

date, plus

any initial

direct costs

incurred

and an

estimate of

costs to

dismantle and

remove the

underlying asset

or to

restore the

underlying asset

or the

site on

which it

is located,

less any

lease

incentives received. The Group recognises a right of use asset and lease liability at the lease commencement date.

The right of

use asset is

subsequently depreciated using

the straightline method

from the commencement

date to the

earlier of

the end of the useful life of the right of use asset or the end of

the lease term. The right of use asset carrying value is allocated to

the CGU it belongs to

and the CGU is reviewed at

each reporting date to determine

whether there is any indication

of impairment.

The carrying value is reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

Lease liability

The lease liability

is initially measured

at the present

value of the

outstanding lease payments

at commencement date

over the

lease

term,

discounted

using

the

interest

rate

implicit

the

lease

that

rate

undeterminable,

the

Group’s

incremental

borrowing rate. The lease term includes the non-cancellable period

for which the lessee has the right to use an underlying

asset

including optional periods when the Group is reasonably certain to exercise an option to extend a lease.

Lease payments comprise fixed payments, variable lease payments that depend on an index or rate, initially

measured using the

index

or rate as at the commencement date, and the exercise price under a purchase option

that the Group is reasonably certain

to exercise.

The lease liability is measured using the effective interest rate method. The Group re-measures the lease liability when the lease

contract is modified and

this does not give

rise to modification accounting,

when the lease term

has been changed or

when the

lease payments have

changed as a

result of a change

in an index

or rate or a

change in the

assessment of a purchase

option.

Upon remeasurement, a corresponding adjustment is

made to the carrying

amount of the right of

use asset or is recorded

in profit

or loss if the carrying amount of the right of use asset has been reduced to zero.

Right of use assets

are presented in “property, plant and

equipment” and lease liabilities

are separately disclosed

in the statement

of financial position.

Short term leases and leases of low value assets

The Group has elected not to recognise right

of use assets and lease liabilities for short-term

leases of machinery and equipment

that have a lease term of 12 months

or less and leases of low value assets

which include IT equipment, security equipment and

administration equipment.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2021

F-17

10.1

RIGHT OF USE ASSETS

Included in property, plant and equipment are the following leased assets:

Amounts in R million

Note

Mine plant

facilities and

equipment

Mine property

and

development

Total

June 30, 2021

Cost

26.8

47.3

74.1

Opening balance

11.1

45.0

56.1

Additions

16.7

Lease modifications

2.3

Lease derecognitions

(1.0)

Accumulated depreciation

(6.2)

(18.8)

(25.0)

Opening balance

(2.9)

(8.3)

(11.2)

Depreciation

(4.3)

(10.5)

(14.8)

Lease derecognitions

1.0

Carrying value

20.6

28.5

49.1

June 30, 2020

Cost

11.1

45.0

56.1

Impact of adopting IFRS 16 on July 1, 2019

Right-of-use assets recognised on July 1, 2019

7.5

23.4

30.9

Transfers and other movements

26.5

Additions

3.8

14.2

18.0

Lease modifications

7.5

Lease derecognitions

(26.7)

(0.1)

(26.8)

Accumulated depreciation

(2.9)

(8.3)

(11.2)

Impact of adopting IFRS 16 on July 1, 2019

Transfers and other movements

(15.9)

Depreciation

5.1

(4.9)

(8.3)

(13.2)

Lease derecognitions

17.9

Carrying value

8.2

36.7

44.9

Relates to contracts previously classified as leases

under IAS 17 and presented as property, plant and equipment which

the Group has

reassessed as right-of-use assets upon adoption

of IFRS 16 as of July 1, 2019

10.2

LEASE LIABILITIES

Amounts in R million

Note

2021

2020

Reconciliation of the lease liabilities balance:

Balance at the beginning of the year

47.1

11.0

Impact of adopting IFRS 16 on July 1, 2019

30.9

New leases

16.7

18.0

Lease modifications

2.3

7.5

Leases derecognised

(8.9)

Interest charge on lease liabilities

4.5

5.1

Repayment of lease liabilities

(11.6)

(11.4)

Interest repaid

(4.2)

(5.1)

Balance at the end of the year

54.8

47.1

Current portion of lease liabilities

(16.9)

(10.1)

Non-current lease liabilities

37.9

37.0

Maturity analysis of undiscounted contractual cash flows:

Less than a year

(20.5)

(13.0)

One to five years

(42.0)

(37.0)

More than 5 years

(1.3)

(9.0)

Total

undiscounted lease liabilities at the end of the year

(63.8)

(59.0)

Lease payments not recognised as a liability but expensed during the year:

Short-term leases

(1.4)

(2.4)

Leases of low value assets

(7.7)

(5.0)

Cash flows included in cash generated from operating activities

(9.1)

(7.4)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2021

F-18

PROVISION FOR ENVIRONMENTAL

REHABILITATION

SIGNIFICANT ACCOUNTING ASSUMPTIONS AND ESTIMATES

Estimates of future environmental

rehabilitation costs are determined

with the assistance of

an independent expert and

are based

on the

Group’s environmental

management plans

which are developed

in accordance

with regulatory

requirements, the

life-of-

mine plan

(as discussed

in note 9)

which influences

the estimated

timing of

environmental rehabilitation cash

outflows and

the

planned method of rehabilitation which in turn is influenced by developments in trends and technology.

An average discount rate ranging between

8.9

% and

9.0

% (2020: between

8.1

% and

9.5

%), average inflation rate of

5.2

% (2020:

5.1

%) and the discount

periods as per the

expected life-of-mine were used in

the calculation of the

estimated net present value

of the rehabilitation liability.

ACCOUNTING POLICIES

The net present value of the

estimated rehabilitation cost as at reporting

date is provided for in

full. These estimates are reviewed

annually and are

discounted using a

pre-tax risk-free rate

that is adjusted to

reflect the current

market assessments of

the time

value of money and the risks specific to the obligation.

Annual changes

in the

provision consist

of financing

expenses relating

to the

change in

the present

value of

the provision

and

inflationary increases in the provision, as well as changes in estimates.

The present value

of dismantling and

removing the asset

created (decommissioning liabilities)

are capitalised to

property,

plant

and equipment against an increase in the rehabilitation provision. If a decrease in the liability exceeds the carrying

amount of the

asset, the excess is recognised in profit or loss. If the asset value is increased and there is

an indication that the revised carrying

value is not

recoverable, an impairment

test is performed

in accordance

with the accounting

policy dealing with

impairments of

property,

plant

and

equipment.

Over

time,

the

liability

increased

reflect

interest

element,

and

the

capitalised

cost

depreciated over the life of the related asset. Cash costs incurred to

rehabilitate these disturbances are charged to the provision

and are presented as investing activities in the statement of cash flows.

The present value

of environmental rehabilitation

costs relating to

the production of

inventories and sites

without related assets

(restoration liabilities) as

well as changes

therein are expensed

as incurred and

presented as operating

costs. Cash costs

incurred

rehabilitate

these

disturbances

are

presented

operating

activities

the

statement

cash

flows.

The

cost

ongoing

rehabilitation is recognised in profit or loss as incurred.

Amounts in R million

Note

2021

2020

Opening balance

568.9

682.6

Unwinding of provision

44.7

52.0

Change in estimate of environmental rehabilitation recognised in profit or loss (a)

5.1

(12.4)

(21.9)

Change in estimate of environmental rehabilitation recognised to decommissioning asset (b)

26.4

(113.6)

Environmental rehabilitation payments (c)

(56.8)

(30.2)

reduce decommissioning liabilities

(51.0)

(22.1)

reduce restoration liabilities

(5.8)

(8.1)

Closing balance

570.8

568.9

Environmental rehabilitation payments to reduce the liability

(56.8)

(30.2)

Ongoing rehabilitation expenditure

(48.3)

(24.3)

Total

cash spent on environmental rehabilitation

(105.1)

(54.5)

The Group also performs ongoing environmental rehabilitation

arising from its current activities concurrently with production.

These costs do

not represent a reduction of the above liability and

are expensed as operating costs

(a)

Change in estimate of environmental rehabilitation recognised in profit or loss

This is as a result of changes in the estimated timing of the vegetation of reclamation sites.

(b) Change in estimate of environmental rehabilitation recognised to decommissioning asset

Increase is as a

result of an

increase in contractor rates

for the establishment of

vegetation based on

ongoing test work

performed

as well as inflationary increases on other contractor rates.

69ha of the Brakpan/Withok TSF,

20ha of the Daggafontein TSF,

6ha of the Crown Complex TSF,

and 19ha of the Driefontein 4

TSF was vegetated during the year. 1ha of the Dam 5

tailings dam was concurrently vegetated.

GROSS COST TO REHABILITATE

The Group estimates that, based

on current environmental and regulatory

requirements, the total undiscounted rehabilitation

cost

is approximately R

742.2

million (2020: R

752.5

million).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2021

F-19

INVESTMENTS IN REHABILITATION

OBLIGATION

FUNDS

ACCOUNTING POLICIES

Cash and cash equivalents in environmental rehabilitation trusts

Cash

and

cash

equivalents

included

environmental

rehabilitation

trusts

comprise

low-risk,

interest-bearing

cash

and

cash

equivalents and are non-derivative financial assets categorised as financial assets measured at amortised cost.

Cash and cash

equivalents are initially

measured at fair

value. Subsequent to

initial recognition, cash

and cash equivalents

are

measured at amortised cost, which is equivalent to their fair value.

The

cash

and

cash

equivalents

environmental

rehabilitation

trusts

are

for

the

sole

use

material

future

environmental

rehabilitation payments and are therefore included in non-current assets.

Reimbursive right for environmental rehabilitation guarantees

Funds held in the cell captive that secure the environmental rehabilitation guarantees issued are recognised as a right to receive

a reimbursement and are

measured at the

lower of the

amount of the

consolidated environmental rehabilitation liability

recognised

and the consolidated fair value of the fund assets.

Changes in the carrying value

of the fund assets, other

than those resulting from contributions and

payments, are recognised in

finance income.

The funds held in the

cell captive are for the

sole use of material future environmental

rehabilitation payments and are

therefore

included in non-current assets

Funding of environmental rehabilitation activities

(refer note 11)

Environmental

rehabilitation

payments

reduce

the

environmental

rehabilitation

obligations

and

ongoing

rehabilitation

expenditure are mostly funded by cash generated from operations.

Guardrisk Insurance Company Limited ("

Guardrisk

") has guarantees in issue amounting

to R

430.1

million (2020: R

427.3

million)

to the Department of Mineral Resources and Energy ("

DMRE

") on behalf of DRDGOLD related to the environmental

obligations.

The funds in the cell captive serve as collateral for these guarantees.

Amounts in R million

Note

2021

2020

Cash and cash equivalents in environmental rehabilitation trust funds

564.7

542.2

Opening balance

542.2

508.9

Growth

22.5

33.3

Reimbursive right for environmental rehabilitation guarantees

87.5

83.8

Opening balance

83.8

78.6

Growth

3.7

5.2

652.2

626.0

CREDIT RISK

The Group

is exposed

to credit

risk on

the total

carrying value

of the

investments held

in the

environmental rehabilitation

trust

funds.

The Group manages its exposure

to credit risk by diversifying these

investments across a number of major

financial institutions,

as well as investing funds in low-risk, interest-bearing cash and cash equivalents.

MARKET RISK

Interest rate risk

A change of 100 basis points (bp) in interest rates at the reporting date would have increased/(decreased) equity and profit/(loss)

by the amounts shown below. This analysis assumes that all other variables, in particular the balance of the funds, remain

constant. The analysis excludes income tax.

Amounts in R million

2021

2020

100

bp increase

5.6

5.4

100bp (decrease)

(5.6)

(5.4)

FAIR VALUE

OF FINANCIAL INSTRUMENTS

The fair

value of

the cash

and cash

equivalents in

the environmental

rehabilitation trust

funds approximate

their carrying

value

due to their short-term maturities.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2021

F-20

CASH AND CASH EQUIVALENTS

ACCOUNTING POLICIES

Cash and cash equivalents are short-term, highly liquid investments that are readily convertible to cash without significant risk of

changes in

value and

comprise cash

on hand,

demand deposits,

and highly

liquid investments which

are readily

convertible to

known amounts of cash.

Cash and cash equivalents are non-derivative financial assets categorised as financial assets measured at amortised

cost. Cash

and

cash

equivalents

are

initially

measured

fair

value.

Subsequent

initial

recognition,

cash

and

cash

equivalents

are

measured at amortised cost, which is equivalent to their fair value.

Amounts in R million

Note

2021

2020

Cash on hand

100.5

63.5

Access deposits and income funds

2,069.2

1,632.3

Restricted cash

10.3

19.3

2,180.0

1,715.1

Interest earned on cash and cash equivalents

108.7

63.1

These consist of access deposit notes and conservatively

managed income funds that are diversified

across the major financial institutions in

South Africa.

At reporting date all of these instruments had

same day or next day liquidity and effective

annualised yields of between

% and

5.6

This consists of cash held on call as collateral for guarantees

issued by the Standard Bank of South

Africa Limited on behalf of the Group for

environmental rehabilitation amounting to R

5.2

million and various utilities amounting to R

5.1

million.

CREDIT RISK

The Group is exposed to credit risk

on the total carrying value of its

cash and cash equivalents. The Group manages

its exposure

to credit risk

by investing cash

and cash equivalents

across several major

financial institutions, considering

the credit ratings

the respective financial institutions, funds and underlying instruments.

Impairment

cash

and

cash

equivalents,

any,

are

measured

12-month

expected

loss

basis

and

reflects

the

short

maturities of the

exposures. The Group considers

that its cash

and cash equivalents

have low credit

risk based on

the external

credit ratings of the counterparties.

MARKET RISK

Interest rate risk

A change of

100

basis points (bp) in the interest rates would have

increased/(decreased) equity and profit/(loss) by the amounts

shown below. This analysis is performed on the average balance of cash and cash equivalents for the year and assumes that

all

other variables remain constant. The analysis excludes income tax

Amounts in R million

2021

2020

100

bp increase

19.5

10.0

100bp (decrease)

(19.5)

(10.0)

Foreign

denominated cash

is held

in a

foreign currency

bank

account accruing

negligible interest

and is

usually converted

South African Rand on the day of receipt. Foreign cash is therefore not exposed to significant interest rate risk.

Foreign currency risk

Dollars

received

settlement

the

trade

receivables

are

exposed

fluctuations

the

Dollar/South

African

Rand

exchange rate until it is converted to South African Rands.

US Dollars not converted to South African Rands at reporting date are as follows

Figures in USD million

2021

2020

Foreign denominated cash at 30 June

3.4

% strengthening of the Rand against the US Dollar at 30 June would have increased/(decreased) equity and profit/(loss) by

Amounts in R million

2021

2020

Strengthening of the Rand against the US Dollar

(4.9)

Weakening of the Rand against the US Dollar

4.9

FAIR VALUE

OF FINANCIAL INSTRUMENTS

The fair value of cash and cash equivalents approximates their carrying value due to their short-term maturities.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2021

F-21

CASH GENERATED

FROM OPERATIONS

Amounts in R million

Note

2021

2020

2019

Profit for the year

1,439.9

635.0

78.5

Adjusted for

Income tax

18.1

523.7

343.9

26.6

Depreciation

252.5

270.8

169.1

Movement in gold in process and finished inventories - Gold Bullion

5.1

25.6

(3.1)

(32.6)

Change in estimate of environmental rehabilitation

(12.4)

(21.9)

(60.0)

Environmental rehabilitation payments

(5.8)

(8.1)

(10.9)

Share-based payment (benefit)/expense

5.3

(28.3)

224.1

21.4

Gain on disposal of property, plant and equipment

5.2

(0.1)

(0.7)

(5.8)

Finance income

(216.2)

(109.8)

(58.3)

Finance expense

69.5

68.8

78.4

Other non-cash items

(2.5)

2.6

1.8

Operating cash flows before other changes

2,045.9

1,401.6

208.2

Changes in

(194.9)

(92.0)

73.8

Trade and other receivables

6.9

(79.0)

22.5

Consumable stores and stockpiles

(44.7)

(26.4)

(24.8)

Payments made under protest

(8.1)

(10.6)

(11.7)

Trade and other payables and employee benefits

(149.0)

24.0

87.8

Cash generated from operations

1,851.0

1,309.6

282.0

Includes settlement of cash-settled long-term incentives

of R

183.3

million (2020: R

41.5

million, 2019: R

15.5

million)

TRADE AND OTHER RECEIVABLES

ACCOUNTING POLICIES

Recognition and measurement

Trade

and other

receivables, excluding

Value

Added Tax

and prepayments,

are non-derivative

financial assets

categorised as

financial assets at amortised cost.

These assets are initially measured at fair value plus directly attributable transaction costs. Subsequent to initial recognition, they

are measured at

amortised cost using

the effective interest

method less any

expected credit losses

using the Group’s

business

model for managing its financial assets.

The Group derecognises

a financial asset

when the contractual

rights to the cash

flows from the

asset expire, or it

transfers the

rights to receive the contractual cash

flows in a transaction in which substantially

all of the risks and rewards of

ownership of the

financial asset are transferred,

or it neither transfers

nor retains substantially all

of the risks and

rewards of ownership and

does

not retain control over the

transferred asset. Any interest in

such derecognised financial assets that

is created or retained by

the

Group is recognised as a separate asset or liability.

Impairment

The Group recognises loss

allowances for trade and

other receivables at an

amount equal to expected

credit losses (“ECLs”). The

Group uses the simplified ECL approach. When determining whether the credit risk of a financial asset has increased since initial

recognition and when estimating

ECLs, the Group

considers reasonable and supportable

information that is

relevant and available

without undue

cost or

effort. This

includes both

quantitative and

qualitative information

and analysis,

based on

informed credit

assessments and including forward-looking information. The maximum period considered when estimating ECLs is the maximum

contractual period over which the Group is exposed to credit risk.

ECLs are a probability

weighted estimate of credit

losses. Credit losses are

measured as the present

value of all cash

shortfalls

(i.e. the

difference between

the cash

flows due

to the

entity in

accordance with

the contract

and the

cash flows

that the

Group

expects to receive). The Group assesses whether the financial asset is credit impaired at each reporting

date. A financial asset is

credit impaired when one or more events that have a detrimental

impact on the estimated future cash flows of the financial asset

have occurred, including but not limited to financial difficulty or default of payment. The Group will write off a financial asset when

there is no

reasonable expectation of

recovering it

after considering whether

all means to

recovery the asset

have been exhausted,

or the counterparty has been liquidated and the Group has assessed that no recovery is possible.

Any impairment losses are recognised in the statement of profit or loss.

Trade

receivables relate

to gold

sold on

the bullion

market by

Rand Refinery

in its

capacity as

an agent.

Settlement is

usually

received two working days from gold sold date.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2021

F-22

TRADE AND OTHER RECEIVABLES

continued

Amounts in R million

2021

2020

Trade receivables

56.5

23.1

Value Added Tax

50.2

83.5

Other receivables

21.2

17.3

Prepayments

17.4

25.1

Allowance for impairment

(1.2)

(2.6)

144.1

146.4

Other receivables consist of a number of individually

insignificant amounts receivable

CREDIT RISK

The Group

is exposed

to credit

risk on

the total

carrying value

of its

trade receivables

and other

receivables excluding

Value

Added Tax

and prepayments.

The Group manages its exposure to

credit risk on trade receivables by maintaining a

short term cycle to settlement of

working

days. The Group manages its

exposure to credit risk on other

receivables by establishing a maximum payment

period of

days,

and

ensuring

that

counterparties

are

good

credit

standing

and

transacting

secured

cash

basis

where

considered

necessary. The majority of

other receivables comprises

of balances with

counterparties who have

been transacting with

the Group

for

over

years

and

some

these

cases,

the

counterparties

are

also

suppliers

the

Group.

Receivables

are

regularly

monitored and assessed for recoverability.

The balances of counterparties who have been assessed as being credit impaired at reporting date are as follows:

2021

2020

Amounts in R million

Non-credit

impaired

Credit

impaired

Non-credit

impaired

Credit

impaired

Trade receivables

56.5

23.1

Other receivables

20.0

1.2

14.7

2.6

76.5

1.2

37.8

2.6

Loss allowance

(1.2)

(2.6)

Movement in the allowance for impairment in respect of trade and other receivables during the year was as follows:

Amounts in R million

2021

2020

Balance at the beginning of the year

(2.6)

(4.9)

Credit loss allowance/impairments recognised included in operating costs

(0.2)

Credit loss allowance/impairments reversed included in operating costs

1.3

0.4

Credit loss allowance written off against related receivable

0.3

2.1

Balance at the end of the year

(1.2)

(2.6)

MARKET RISK

Interest rate risk

Trade and other receivables do not earn interest and are therefore not subject to interest rate risk.

Foreign currency risk

Gold is

sold at

spot rates

and is

denominated in

US Dollars.

Gold sales

are therefore

exposed to

fluctuations in

the US

Dollar/South

African Rand exchange rate. All foreign currency transactions are entered into during the year ended June 30, 2021 were

at spot

rates and no hedges are entered into. Rand Refinery, acting as an agent for the Group, sells the USD to be received from bullion

sales on

the same

date as the

respective bullion

sale since

November 2020.

As a

result, trade receivables

are not

exposed to

fluctuations in the US Dollar/South African Rand exchange rate from this date.

Figures in USD million

2021

2020

Foreign denomination of trade receivables at June 30

1.3

% strengthening of the Rand against the US Dollar at 30 June would have increased/(decreased) equity and profit/(loss) by

the amounts shown below. This analysis assumes that all other variables remain constant.

Amounts in R million

2021

2020

Strengthening of the Rand against the US Dollar

(2.3)

Weakening of the Rand against the US Dollar

2.3

FAIR VALUE

OF FINANCIAL INSTRUMENTS

The fair value of trade and other receivables approximate their carrying value due to their short-term maturities.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2021

F-23

TRADE AND OTHER PAYABLES

ACCOUNTING POLICIES

Trade and other payables, excluding Value Added Tax,

payroll accruals, accrued leave pay and provision for performance

based

incentives, are non-derivative financial liabilities categorised as financial liabilities measured at amortised cost.

These liabilities

are initially

measured at

fair value

plus directly

attributable transaction

costs. Subsequent

to initial

recognition,

they are

measured at

amortised cost

using the

effective interest

method. The

Group derecognises

a financial

liability when

its

contractual rights are discharged, or cancelled or expire.

Short-term employee benefits are

expensed as the related

service is provided. A

liability is recognised for

the amount expected

to be paid if the Group has

a present legal or constructive obligation to

pay this amount as a result

of past service provided by the

employee and the obligation can be estimated reliably.

Amounts in R million

Note

2021

2020

Trade payables and accruals

352.9

348.0

Value Added Tax

4.5

Accrued leave pay

53.2

46.9

Provision for short term performance based incentives

74.2

50.5

Payroll accruals

25.0

33.4

509.8

478.8

Interest relating to trade payables and accruals included in profit or loss

(1.8)

(1.9)

RELATED PARTY

BALANCES

Trade payables and accruals include the following amounts payable to related parties:

Sibanye-Stillwater

12.0

14.0

Rand Refinery

0.6

0.2

LIQUIDITY RISK

Trade payables and accruals are all expected to be settled within 12 months from reporting date.

FAIR VALUE

OF FINANCIAL INSTRUMENTS

The fair value of trade payables and accruals approximate their carrying value due to their short-term maturities.

INVENTORIES

ACCOUNTING POLICIES

Gold

in process

is stated

at the

lower of

cost

and net

realisable 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. Gold bullion is

stated at the lower

of cost and net

realisable value. Selling

and general administration costs are excluded from inventory valuation.

Consumable stores

are stated

at cost

less allowances

for obsolescence.

Cost of

consumable stores

and stockpile

material is

based on

the weighted

average cost

principle and

includes expenditure

incurred in

acquiring inventories

and bringing

them to

their existing location and condition.

Net realisable value

is the estimated

selling price in

the ordinary course

of business, less

the estimated cost

of completion and

selling expenses.

Amounts in R million

2021

2020

Consumable stores

177.6

165.6

Ore stockpile

52.9

9.0

Gold in process (a)

59.6

86.6

Finished inventories - Gold Bullion

49.9

62.2

Total inventories

340.0

323.4

During 2021, the Group disaggregated “Gold

in process” into “Gold in process” and “Ore

stockpile” respectively to present material items

separately

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2021

F-24

INCOME TAX

SIGNIFICANT ACCOUNTING ASSUMPTIONS AND ESTIMATES

Management periodically evaluates

positions taken where

tax regulations are

subject to interpretation.

This includes the

treatment

of both Ergo and FWGR as single mining operations respectively, pursuant to the relevant ring-fencing legislation.

The deferred tax liability is calculated

by applying a forecast weighted

average tax rate that is

based on a prescribed formula.

The

calculation of the forecast weighted average tax rate requires the use of assumptions and estimates and are inherently uncertain

and could change

materially over time.

These assumptions and

estimates include expected

future profitability and

timing of the

reversal of

the temporary

differences. Due

to the

forecast weighted

average tax

rate being

based on

a prescribed

formula that

increases the effective

tax rate with an

increase in forecast

future profitability,

and vice versa,

the tax rate can

vary significantly

year on year and can move contrary to current period financial performance.

100

basis points increase

in the effective

tax rate will

result in an

increase in the

net deferred tax

liability at June

30, 2021 of

approximately R

14.2

million (2020: R

10.3

million; 2019: R

8.6

million).

The assessment of the

probability that future taxable profits

will be available against

which the tax losses and

unredeemed capital

expenditure

can

utilised

requires

the

use

assumptions

and

estimates

and

are

inherently

uncertain

and

could

change

materially over time.

Capital expenditure

is assessed

by the

South African

Revenue Service

(“SARS”) when

it is

redeemed against

taxable mining

income rather than when

it is incurred. A

different interpretation by

SARS regarding the deductibility

of these capital allowances

may therefore become evident subsequent to the year of assessment when the capital expenditure is incurred.

ACCOUNTING POLICIES

Income tax

expense comprises

current and deferred

tax. Each

company is taxed

as a

separate entity

and tax

is not

set-off between

the companies.

Current tax

Current tax comprises the expected

tax payable or receivable on

the taxable income or loss

for the year and any

adjustment on

tax payable

or receivable

in respect

of the

previous year.

Amounts are

recognised in

profit or

loss except

to the

extent that

relates to items recognised directly in equity or

OCI. The current tax charge is calculated on

the basis of the tax laws enacted or

substantively enacted at the reporting date.

Deferred tax

is recognised

in respect

of temporary

differences between

the carrying

amounts and

the tax

bases of

assets and

liabilities. Deferred

tax is

not recognised

on the

initial recognition

of assets

or liabilities

in a

transaction that

is not

a business

combination and that affects neither accounting nor taxable profit.

Deferred tax

assets relating

to unutilised

tax losses

and unutilised

capital allowances

are recognised

to the

extent that

it is

probable

that future taxable profits will

be available against which

the unutilised tax losses

and unutilised capital allowances

can be utilised.

The recoverability of these assets is reviewed at each reporting date and adjusted if recovery is no longer probable.

Deferred tax related to gold mining income is measured at a forecast weighted

average tax rate that is expected to be applied to

temporary differences when they

reverse, using tax rates enacted or

substantially enacted at the reporting

date.

The calculation

of the forecast weighted average tax rate

requires the use of assumptions and estimates, including

the Group’s life-of-mine plan

(as discussed in note 9 to the consolidated financial statements) that is applied to calculate the expected future profitability.

Tax

on gold mining income is determined based on a

formula: Y = 34 - 170/X 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 gold mining income derived, expressed as

a percentage. Non-mining income, which consists primarily

of interest accrued, is taxed at a

standard rate of

% for all periods

presented.

All mining capital expenditure is deducted in the year

it is incurred to the extent that it does

not result in an assessed loss. Capital

expenditure not deducted

from mining

income is

carried forward as

unutilised capital

allowances to be

deducted from future

mining

income.

Amendment in the corporate income tax rate

On February 24, 2021 the Minister

of Finance announced in his budget speech that

the corporate income tax (“

CIT

”) rate will be

lowered from

% to

% for companies

with years of assessment

commencing on or after

1 April 2022. It

was further announced

that the lowering

of the CIT

rate will be

implemented alongside additional

amendments to broaden

the CIT base

by limiting interest

deductions and assessed losses. These additional amendments have not been announced to date.

The lowering of

the CIT rate

is therefore inextricably

linked to the

additional amendments to the

CIT laws that

are not known

the date of the budget speech or at the date of

publishing of these consolidated financial statements. As a result, the lowering

the CIT rate is not regarded as

having been substantively enacted to date due

to a significant degree of uncertainty that exists

the proposed lowering of

the CIT rate from

% to

% as announced will

be promulgated by the

South African parliament in

substantially unchanged manner.

The mining operations

of the Group

accounts for income

tax using the

gold mining formula

as opposed to

the CIT rate.

Only Group

companies that

do not

conduct mining

operations account

for income

tax by

applying the

CIT.

These Group

companies do

not

generate significant

taxable income.

As a

result, the

change in

the CIT

rate is

not expected

to have

a material

impact on

the

consolidated

financial

statements

the

Group.

final

assessment

will

completed

the

promulgation

the

additional

amendments to the CIT laws.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2021

F-25

INCOME TAX

continued

18.1

INCOME TAX EXPENSE

Amounts in R million

2021

2020

2019

Current tax

(423.7)

(263.2)

1.6

Mining tax

(423.7)

(263.2)

Non-Mining, company and capital gains tax

1.6

Deferred tax

(100.0)

(80.7)

(28.2)

Deferred tax charge - Mining tax

(104.0)

(59.1)

(14.8)

Deferred tax charge - Non-mining, company and capital gains tax

(19.1)

(2.1)

1.6

Deferred tax rate adjustment

(20.7)

(15.0)

Recognition of previously unrecognised tax losses

7.8

(Derecognition)/recognition of previously unrecognised tax losses of a capital

nature

(1.2)

1.2

Recognition of previously unrecognised deductible temporary differences

16.5

(523.7)

(343.9)

(26.6)

Tax reconciliation

Major items causing the Group's income tax expense to differ from the statutory rate

were:

Tax

on net profit before tax at the South African corporate tax rate of

(549.9)

(274.1)

(30.2)

Rate adjustment to reflect the actual realised company tax rates applying the

gold mining formula

3.7

(0.9)

7.4

Deferred tax rate adjustment (a)

(20.7)

(15.0)

Depreciation of property, plant and equipment exempt from deferred tax on

initial recognition (b)

(21.2)

(21.4)

(4.9)

Non-deductible expenditure (c)

(6.2)

(7.9)

(7.0)

Exempt income and other non-taxable income (d)

22.8

2.4

4.4

Recognition of previously unrecognised deductible temporary differences

16.5

(Derecognition)/recognition of previously unrecognised tax losses of a capital

nature

(1.2)

1.2

Utilisation of tax losses for which deferred tax assets were previously

unrecognised

7.8

Current year tax losses for which no deferred tax was recognised

(0.1)

(23.5)

(2.7)

Other items

3.3

0.4

16.8

Tax

incentives

0.8

0.6

1.7

Over provided in prior periods

2.9

Income tax

(523.7)

(343.9)

(26.6)

During 2021, the Group disaggregated “Non-deductible

expenditure” into “Non-deductible expenditure”

and “Depreciation of property, plant

and equipment exempt from deferred tax on initial

recognition” respectively to present material items

separately

(a) Deferred tax rate adjustment

Ergo’s forecast weighted average deferred tax rate remained unchanged at

25.0

% (2020: increased from

22.0

% to

25.0

% due to

the increase

in forecast

taxable income

of Ergo;

2019: increased

from

20.3

% to

22.0

% due

to an

increase in

forecast taxable

income of Ergo).

FWGR’s forecast weighted average deferred tax rate remained unchanged at

30.0

% (2020:

30.0

%; 2019:

30.0

%).

(b) Depreciation of property, plant and equipment exempt from deferred tax on initial recognition

Depreciation of R

68.7

million (2020: R

73.2

million; 2019: R

16.6

million) on the

fair value of

FWGR’s property, plant and equipment

that was exempt from deferred tax on initial recognition in terms of IAS 12

Income Taxes

The most significant non-deductible expenditure incurred by the Group during the year includes:

●

7.4

million discount recognised on Payments made under protest (2020: R

7.1

million; 2019: R

6.5

million);

●

17.0

million

expenditure

not

incurred

generation

taxable

income

capital

nature

(2020:

2.7

million;

2019:

6.0

million);

and

●

Nil net

operating cost

related to

Ergo Business

Development Academy

Not for

Profit Company

that is

not deductible

as it

exempt from income tax (2020: R

14.6

million; 2019: R

11.3

million).

(d) Exempt income and other non-taxable income

The most significant exempt income earned by the Group during the year includes:

●

76.1

million dividends received (2020: R

4.3

million; 2019: nil);

●

4.8

million unwinding recognised on Payments made under protest (2020: R

4.0

million; 2019: R

3.0

million); and

●

1.0

million net operating

income related to

Ergo Business Development

Academy Not for Profit

Company that is not

taxable

as it

is exempt

from income

tax (2020

and 2019

Ergo Business

Development Academy

Not for

Profit Company

incurred net

operating cost that is not deductible as it is exempt from income tax – refer to (c) non-deductible expenditure).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2021

F-26

INCOME TAX

continued

18.2

DEFERRED TAX

Amounts in R million

2021

2020

Included in the statement of financial position as follows:

Deferred tax assets

5.8

8.0

Deferred tax liabilities

(377.1)

(273.1)

Net deferred tax liabilities

(371.3)

(265.1)

Reconciliation of the deferred tax balance:

Balance at the beginning of the year

(265.1)

(183.2)

Recognised in profit or loss

(100.0)

(80.7)

Recognised in other comprehensive income

(6.2)

(1.2)

Balance at the end of the year

(371.3)

(265.1)

The detailed components of the net deferred tax liabilities which result from the differences between the amounts of assets and

liabilities recognised for financial reporting and tax purposes are:

Amounts in R million

2021

2020

Deferred tax liabilities

Property, plant and equipment (excluding unredeemed capital allowances)

(494.4)

(422.4)

Environmental rehabilitation obligation funds

(60.2)

(51.4)

Other investments

(7.4)

(1.2)

Gross deferred tax liabilities

(562.0)

(475.0)

Deferred tax assets

Environmental rehabilitation obligation

124.5

126.5

Other provisions

46.7

72.6

Other temporary differences

14.3

8.5

Estimated tax losses

4.1

Estimated tax losses - Capital nature

1.2

Estimated unredeemed capital allowances

1.1

Gross deferred tax assets

190.7

209.9

Net deferred tax liabilities

(371.3)

(265.1)

Includes the temporary differences on the lease liability

Deferred tax assets have not been recognised in respect of the following:

Amounts in R million

2021

2020

Provisions

20.3

Estimated tax losses

16.7

22.0

Estimated tax losses - Capital nature

325.2

324.0

Unredeemed capital expenditure

253.3

254.7

Deferred tax

assets for

tax losses,

unredeemed capital

expenditure and

capital losses

have not

been recognised

where future

taxable profits against which these can be utilised are not anticipated. These do not have an expiry date.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2021

F-27

EMPLOYEE BENEFITS

ACCOUNTING POLICIES

Cash settled share-based payments (“outgoing long-term incentive”)

Cash settled

share-based payments

are measured

at fair

value and

remeasured at

each reporting

date to

reflect the

potential

outflow of

cash resources

to settle

the liability,

with a

corresponding adjustment

in profit

or loss.

Vesting

assumptions for

non-

market conditions are reviewed at each reporting date to ensure they reflect current expectations.

Equity settled share-based payments (“new long-term incentive”)

The grant date fair

value of equity settled

share-based payment arrangements is

recognised as an expense,

with a corresponding

increase in equity,

over the vesting period of

the awards. The expense is

adjusted to reflect the number

of awards for which the

related service

and non-market

performance conditions

are expected

to be

met, such

that the

amount ultimately

recognised is

based on the number of awards that meet the related service and non-market performance conditions at vesting date.

19.1

CASH SETTLED LONG-TERM INCENTIVE SCHEME (“outgoing

LTI scheme” or “CLTI

scheme”)

Terms

of the November 2015 grant made under the DRDGOLD Group's outgoing LTI scheme are:

•

The scheme has a finite term of

5 years

and thus no top-up awards are made when the shares vest;

•

The phantom shares are issued at an exercise price of nil and will vest in 3 tranches:

% and

% on the 3

rd,

and 5

anniversaries respectively, subject to individual service and performance conditions being met; and

•

The phantom shares will be settled at the 7 day volume weighted average price ("VWAP") of the DRDGOLD share.

The last

tranche of

the November

2015 grant

vested and

was fully

settled on

November 5,

2020. The

outgoing LTI

scheme is

replaced by a new equity settled long-term incentive scheme (refer note 19.2).

Amounts in R million

Note

2021

2020

Movements in the total liability for long-term incentive scheme is as follows:

Opening balance

227.6

51.0

Share-based payment (benefit)/expense - CLTI scheme

5.3

(44.3)

218.1

Vested and paid

(183.3)

(41.5)

Liability for CLTI scheme at the end of the year

227.6

The total liability for long-term incentive scheme is expected to be settled as follows:

227.6

Within 12 months after reporting date

227.6

After 12 months after reporting date

Reconciliation of outstanding phantom shares

2021

2020

Weighted

average

price

Number

R per share

Number

R per share

Opening balance

9,845,638

16,157,058

Vested and paid

(9,845,638)

18.62

(5,674,252)

7.31

Forfeited

(637,168)

7.08

Closing balance

9,845,638

Fair value

The fair value of

the liability for

the long-term incentive scheme

is mostly influenced

by the DRDGOLD

Limited share price. Other

inputs influencing the fair value are the forward dividend yield and estimates of staff retention and performance conditions. The

inputs most significantly influencing the measurement of the fair values are as follows

2021

2020

Grant date

7-day VWAP of the DRDGOLD Limited share

25.14

2.26

Annualised forward dividend yield

1.0%

4.3%

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2021

F-28

EMPLOYEE BENEFITS

continued

19.2

EQUITY SETTLED LONG-TERM INCENTIVE SCHEME

(“new LTI scheme”

or “ELTI scheme”)

Amounts in R million

2021

2020

2019

Share-based payment expense - ELTI scheme

16.0

6.0

On December 2,

2019, the shareholders

approved a new

equity settled long-term

incentive scheme to

replace the cash

settled

long-term

incentive

scheme

established

November

2015.

Under

the

new

LTI

scheme,

qualifying

employees

are

awarded

conditional shares on

an annual

basis, comprising

performance shares

(

% of

the total

conditional shares

awarded) and

retention

shares (

% of the

total conditional shares

awarded). Conditional shares

will vest

3 years

after grant date

and will be

settled in

the form of DRDGOLD shares at a zero-exercise price.

The key conditions of the grants made under the ELTI scheme are:

Retention shares:

100

% of the retention shares will vest if the employee remains in the active

employ of the Company at vesting date, is not under

notice period and individual performance criteria are met.

Performance shares:

Total

shareholder’s return

(TSR) measured

against a

hurdle rate

referencing DRDGOLD’s

Weighted

Average

Cost of

Capital “WACC”:

•

% of the performance shares are linked to this condition; and

•

all of these performance shares will vest if DRDGOLD’s TSR exceeds the hurdle rate over the vesting period

TSR measured against a peer group of 3 peers (Sibanye-Stillwater, Harmony Limited and Pan-African Resources Limited):

•

% of the performance shares are linked to this condition; and

•

The number of

performance shares which vest

is based on

DRDGOLD’s actual TSR

performance in relation to

percentiles of

peer group’s performance as follows:

Percentile of peers

% of performance shares vesting

< 25th percentile

25th to < 50th percentile

25%

50th to < 75th percentile

75%

Reconciliation of the number of conditional shares

2021

2020

Opening balance

5,860,760

Granted

December 2, 2019

5,860,760

October 22, 2020

1,979,860

Closing balance

7,840,620

5,860,760

Vesting on

7,840,620

5,860,760

December 2, 2021

2,930,380

December 2, 2022

2,930,380

October 22, 2023

1,979,860

Fair value

The weighted average fair value of the performance and retention shares at grant date were determined using the Monte Carlo

simulation pricing model applying the following key inputs:

Grant date

October 22, 2020

December 2, 2019

Vesting date

October 22, 2023

December 2, 2022

December 2, 2021

Weighted average fair value of 80% performance shares

10.49

4.12

4.26

Weighted average fair value of 20% retention shares

18.67

5.49

5.69

Expected term (years)

Grant date share price of a DRDGOLD share

19.43

6.15

Expected dividend yield

1.33%

3.81%

3.86%

Expected volatility

63.07%

53.80%

Expected risk free rate

3.82%

6.80%

6.68%

The performance conditions are included in the

measurement of the grant date fair value as they

are classified as market-based performance

Expected volatility has been based on an evaluation

of the historical volatility of DRDGOLD’s share price,

commensurate with the expected

term of the options

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2021

F-29

19.3

TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL

Interests in contracts

None

the

directors,

officers

major

shareholders

DRDGOLD or,

the

knowledge

DRDGOLD’s

management,

their

families, had any interest, direct or indirect, in any transaction entered into during the year ended June 30, 2021 or

the preceding

financial years, or in any proposed

transaction which has affected or will

materially affect DRDGOLD or its subsidiaries other

than

disclosed in these financial statements. None of the directors or officers of DRDGOLD or any associate of such director or officer

is currently or has been at any time during the past financial year materially indebted to DRDGOLD.

Key management personnel remuneration

Amounts in R million

Note

2021

2020

2019

- Board fees paid

7.6

6.2

5.8

- Salaries paid

75.5

67.3

61.7

- Short term incentives relating to this cycle

73.8

63.6

31.5

- Long term incentives paid during the cycle

19.1

183.3

41.5

15.5

- Retrenchments

1.6

340.2

178.6

116.1

CAPITAL MANAGEMENT

The

primary

objective

the

Group's

capital

management

policy

ensure

that

adequate

capital

available

meet

the

requirements

the

Group

from

time

time,

including

capital

expenditure.

The

Group

considers

the

appropriate

capital

management strategy for specific growth projects as and when required. Lease liabilities are not considered to be debt.

Liquidity management

At June

30, 2021

and June

30, 2020

the Group’s

facilities included

an undrawn

Revolving Credit

Facility (“

RCF

”) which

was

initially secured

to finance

the development

of Phase

1 of

FWGR as

well as

the general

working capital

requirements of

the

Group. In December 2018, R

125

million of the RCF was committed to issue a guarantee to Ekurhuleni Local Municipality (refer

note 24).

In September 2020, the initial R

300

million RCF was amended to a R

200

million RCF and extended for an additional term of 2

years with a final repayment date of

September 14, 2022

The initial

and amended RCF

permits a consolidated

debt ratio (net

debt to adjusted

EBITDA (refer note

23) of no

more than

2:1

and a

consolidated interest

coverage ratio

(net interest

to adjusted

EBITDA) of

no less

than

4:1

calculated on

a twelve-

month rolling basis respectively.

Management monitors the covenant

ratio levels to ensure compliance

with the covenants, as

well as maintain sufficient facilities to ensure satisfactory liquidity

for the Group. The covenant ratios were

not breached as at or

during the year ended June 30, 2021 or June 30, 2020.

The amendment

included the

reduction of

the initial

interest rate

margin of

3.25

% to

2.75

%. A

pledge and

cession of

DRDGOLD’s

shares in

and shareholder

claims against

Ergo Mining

Proprietary Limited

and Far

West Gold

Recoveries Proprietary

limited

remains

place

security

for

the

RCF.

The

amended

RCF

does

not

include

any

commitment

towards

the

guarantee

Ekurhuleni Local Municipality.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2021

F-30

EQUITY

ACCOUNTING POLICIES

Stated share capital

Ordinary shares and the cumulative preference shares are

classified as equity. Incremental costs directly attributable to the issue

of ordinary shares are recognised as a deduction from equity, net of any tax effect.

Repurchase and reissue of share capital (treasury shares)

When shares

recognised as

equity are

repurchased, the

amount of

the consideration

paid, which

includes directly

attributable

costs is

recognised as

a deduction

from equity.

Repurchased shares

are classified

as treasury

shares and

are presented

as a

deduction from stated share capital.

Dividends

Dividends are recognised

as a liability

on the date on

which they are declared

which is the date

when the shareholders’

right to

the dividends vests.

21.1

STATED

SHARE CAPITAL

All ordinary shares rank equally regarding the Company’s residual assets. Holders of ordinary shares are entitled to dividends as

declared from time to

time and are entitled to

one vote per share

at general meetings of the

Company. All

rights attached to the

Company’s shares held by the Group are suspended until those shares are reissued.

In terms of an ordinary resolution passed at

the previous annual general meeting, the remaining unissued ordinary shares

in the

company are under the control of the directors until the next general meeting.

Amounts in R million

2021

2020

2019

Authorised share capital

1,500,000,000

, (2020 and 2019:

1,500,000,000

) ordinary shares of

par value

5,000,000

(2020 and 2019:

5,000,000

) cumulative preference shares of

cents each

0.5

Issued share capital

864,588,711

(2020:

864,588,711

, 2019:

696,429,767

) ordinary shares of no par value (a)

6,208.4

5,123.3

9,474,920

(2020:

9,474,920

, 2019:

9,361,071

) treasury shares held within the Group (b)

(51.0)

5,000,000

(2020 and 2019:

5,000,000

) cumulative preference shares of 10 cents each

0.5

6,157.9

5,072.8

RELATED PARTY

RELATIONSHIPS AND TRANSACTIONS

(a)

Ordinary shares issued

Sibanye-Stillwater and its

subsidiaries and associates

became related parties

to the Group

on July 31,

2018 when the

acquisition

of FWGR became unconditional. DRDGOLD issued

265

million new ordinary shares (

38.05

% of its outstanding shares) and an

option to subscribe

for new ordinary shares

up to a total

50.1

% of the total

issued ordinary shares

of DRDGOLD (“

Option

”)

as purchase consideration for these assets.

On January

8, 2020

Sibanye-Stillwater exercised

the Option

and on

January 22,

2020 it

subscribed for

168,158,944

(“

Subscription

”) at

aggregate

subscription

price

1,085.6

million.

The

Subscription

were

allotted

and

issued at a price of R

6.46

per Share, being a

% discount to the 30-day volume weighted average

traded price of a Share on

the day immediately prior to the date of exercise of the Option.

(b)

Treasury shares

DRDGOLD Limited

are

held

in treasury

Ergo Mining

Operations Proprietary

Limited

EMO

").

NaN

shares were

acquired in the market

during the year ended June

30, 2021 or the year

ended June 30, 2020

(June 30, 2019

113,849

were acquired at an average price of R

2.68

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2021

F-31

EQUITY

continued

21.2

DIVIDENDS

Amounts in R million

2021

2020

2019

Dividends paid during the year net of treasury shares:

Final dividend declared relating to prior year:

SA cents per share (2020:

SA cents

per share; 2019: nil SA cents per share)

299.3

137.5

First interim dividend:

SA cents per share (2020:

SA cents per share; 2019: nil SA

cents per share)

342.0

213.8

Second interim dividend nil SA cents per share (2020:

SA cents per share; 2019: nil

SA cents per share)

213.8

Total

641.3

565.1

After June 30, 2021, a dividend of

cents per qualifying share amounting to R

342.0

million was approved by the directors as

a final dividend for the year ended June 30, 2021.

The dividend has not been provided as at June 30, 2021

and does not have

any tax impact on the Group.

INTEREST IN SUBSIDIARIES

ACCOUNTING POLICIES

Significant subsidiaries

of the Group

are those subsidiaries

with the most

significant contribution to

the Group's profit

or loss or

assets.

Ergo Mining

Proprietary Limited

and Far

West

Gold Recoveries

Proprietary Limited

are the

only significant

subsidiaries of

the

Group. They are both wholly owned subsidiaries and are incorporated in South Africa,

are primarily involved in the retreatment of

surface gold and all their operations are based in South Africa.

OPERATING SEGMENTS

ACCOUNTING POLICIES

Operating segments

are reported

in a

manner consistent

with internal

reports that

the Group’s

chief operating

decision maker

(CODM)

reviews

regularly

allocating

resources

and

assessing

performance

operating

segments.

The

CODM

has

been

identified as the

Group’s Executive Committee.

The Group has

one material revenue

stream, the sale

of gold. To identify operating

segments, management reviewed

various factors, including

operational structure and

mining infrastructure. It

was determined that

operating

segment

consists of

a single

or multiple

metallurgical plants

and reclamation

sites

that, together

with its

tailings

storage facility, is capable of operating independently.

When assessing profitability, the

CODM considers,

inter alia

, the revenue and cash operating costs of each segment. The

net of

these amounts

is the

segment operating

profit or

loss. Therefore,

segment operating

profit has

been disclosed

in the

segment

report as the primary

measure of profit or

loss. The CODM also

considers other costs that, in

addition to the segment

operating

profit or loss, result in the segment working profit or loss (before and after property, plant and equipment additions).

Ergo

is a surface gold retreatment operation

which treats old slime dams

and sand dumps to the south

of Johannesburg’s central

business district

as well

as the East

and Central

Rand goldfields. The

operation comprises

three plants.

The Ergo

and Knights

plants continue to operate as metallurgical plants. The City Deep plant

continues to operate as a pump/milling station feeding the

metallurgical plants.

FWGR

is a surface gold retreatment operation and treats old slime dams in the West Rand goldfields. Phase 1, which entails the

reconfiguration of

the Driefontein

2 plant

and relevant

infrastructure to

process tailings

from the

Driefontein 5

slimes dam

and

deposit residues on the Driefontein 4 Tailings

Storage Facility, was commissioned on 1 April 2019.

Corporate

office

and

other

reconciling

items

(collectively

referred

"Other

reconciling

items"

)

are

taken

into

consideration in

the strategic

decision-making process

of the

chief operating

decision maker

and are

therefore included

in the

disclosure here, even though they do not earn revenue. This includes

taking into consideration the Group’s adjusted EBITDA for

the purpose of the covenants imposed by the Company’s borrowings that was initially entered into to finance the development of

Phase 1 of FWGR and working capital requirements of the Group (refer note 20).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2021

F-32

OPERATING SEGMENTS

continued

Other

2021

reconciling

Amounts in R million

Ergo

FWGR

items

Total

Financial performance

Revenue (External)

3,943.0

1,326.0

5,269.0

Cash operating costs

(2,666.5)

(406.2)

(3,072.7)

Movement in gold in process and finished inventories - Gold Bullion

(31.9)

6.3

(25.6)

Segment operating profit

1,244.6

926.1

2,170.7

Administration expenses and other costs

15.0

1.8

(80.8)

(64.0)

Interest income

1.3

0.1

107.7

109.1

Dividends received

7.1

69.0

76.1

Interest expense

(4.2)

(0.3)

(12.9)

(17.4)

Current tax

(196.1)

(227.6)

(423.7)

Working profit before additions to property, plant and equipment

1,067.7

700.1

83.0

1,850.8

Additions to property, plant and equipment

(250.9)

(143.3)

(1.5)

(395.7)

Working profit after additions to property, plant and equipment

816.8

556.8

81.5

1,455.1

Interest income excludes the unwinding of the Payments

made under protest

Interest expense excludes the discount recognised on

the initial recognition of the Payments made under

protest and unwinding of provision for

environmental rehabilitation

Reconciliation of cost of sales to cash operating costs

Cost of sales

(2,871.0)

(517.2)

(3,388.2)

- Depreciation

135.6

115.6

1.3

252.5

- Change in estimate of environmental rehabilitation recognised in

profit or loss

(7.2)

(5.2)

(12.4)

- Movement in gold in process and finished inventories - gold Bullion

31.9

(6.3)

25.6

- Ongoing rehabilitation expenditure

46.6

1.7

48.3

- Care and maintenance

3.9

- Other operating income/(costs)

(2.4)

Cash operating costs

(2,666.5)

(406.2)

(3,072.7)

Reconciliation of profit for the year to working profit before additions to property, plant and equipment

Profit for the year

751.7

528.8

159.4

1,439.9

- Deferred tax

66.6

37.4

(4.0)

100.0

- Net other operating costs/(income)

45.4

24.2

(68.1)

1.5

- Ongoing rehabilitation expenditure

46.6

1.7

48.3

- Discount recognised on Payments made under protest including

subsequent unwinding

2.6

- Unwinding of provision for environmental rehabilitation

34.2

9.5

1.0

44.7

- Growth in investment in environmental obligation funds

(7.7)

(17.1)

(1.4)

(26.2)

- Other income

(0.1)

- Change in estimate of environmental rehabilitation recognised in

profit or loss

(7.2)

(5.2)

(12.4)

- Depreciation

135.6

115.6

1.3

252.5

Working profit before additions to property, plant and equipment

1,067.7

700.1

83.0

1,850.8

Statement of cash flows

Cash inflows from operating activities

842.2

649.7

81.5

1,573.4

Cash outflows from investing activities

(290.8)

(149.2)

(6.6)

(446.6)

Cash (outflows)/inflows from financing activities

(549.9)

(501.4)

397.8

(653.5)

Reconciliation of adjusted EBITDA

Profit for the year

1,439.9

Income tax

523.7

Profit before tax

1,963.6

Finance expense

69.5

Finance income

(216.2)

Results from operating activities

1,816.9

Depreciation

252.5

Share-based payment benefit

(28.3)

Change in estimate of environmental rehabilitation recognised in profit

or loss

(12.4)

Gain on disposal of property, plant and equipment

(0.1)

IFRS 16 lease payments

' 1

(15.8)

Transaction costs

3.1

Adjusted EBITDA

2,015.9

The amended RCF includes IFRS 16 lease payments

in the calculation of the adjusted EBITDA

Adjusted EBITDA (that was considered from the year ended

30 June 2019 following the initial RCF agreement)

may not be comparable to

similarly titled measures of other companies. Adjusted

EBITDA is not a measure of performance

under IFRS and should be considered in

addition to, and not as a substitute for, other measures of financial

performance and liquidity.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2021

F-33

OPERATING SEGMENTS

continued

Other

2020

reconciling

Amounts in R million

Ergo

FWGR

items

Total

Financial performance

Revenue (External)

3,064.3

1,120.7

4,185.0

Cash operating costs

(2,274.0)

(352.0)

(2,626.0)

Movement in gold in process and finished inventories - Gold Bullion

1.8

1.3

3.1

Segment operating profit

792.1

770.0

1,562.1

Administration expenses and other costs

(131.6)

(20.7)

(157.6)

(309.9)

Interest income

13.9

2.9

46.3

63.1

Dividends received

4.3

Interest expense

(5.2)

(4.5)

(9.7)

Current tax

(145.8)

(117.4)

(263.2)

Working profit/(loss) before additions to property, plant and equipment

523.4

634.8

(111.5)

1,046.7

Additions to property, plant and equipment

(114.4)

(68.0)

(0.3)

(182.7)

Working profit/(loss) after additions to property, plant and equipment

409.0

566.8

(111.8)

864.0

Interest income excludes the unwinding of the Payments

made under protest

Interest expense excludes the discount recognised on

the initial recognition of the Payments made under

protest and unwinding of provision

for environmental rehabilitation

During 2021, the Group disaggregated “Interest

income” into “Interest income” and “Dividends

received” respectively to present material

dividends received

Reconciliation of cost of sales to cash operating costs

Cost of sales

(2,453.4)

(473.3)

(11.2)

(2,937.9)

- Depreciation

150.4

119.6

0.8

270.8

- Change in estimate of environmental rehabilitation recognised in

profit or loss

(19.1)

(2.1)

(0.7)

(21.9)

- Movement in gold in process and finished inventories - gold Bullion

(1.8)

(1.3)

(3.1)

- Ongoing rehabilitation expenditure

22.3

2.0

24.3

- Care and maintenance

11.1

(11.1)

- Other operating income/(costs)

27.6

3.1

30.7

Cash operating costs

(2,274.0)

(352.0)

(2,626.0)

Reconciliation of profit/(loss) for the year to working profit/(loss) before additions to property, plant and equipment

Profit/(loss) for the year

297.1

424.9

(87.0)

635.0

- Deferred tax

(6.6)

86.5

0.8

80.7

- Net other operating costs/(income)

51.5

14.8

(24.5)

41.8

- Ongoing rehabilitation expenditure

22.3

2.0

24.3

- Discount recognised on Payments made under protest including

subsequent unwinding

3.2

- Unwinding of provision for environmental rehabilitation

36.5

14.3

1.2

52.0

- Growth in investment in environmental obligation funds

(11.2)

(25.2)

(2.1)

(38.5)

- Other income

(0.7)

- Change in estimate of environmental rehabilitation recognised in

profit or loss

(19.1)

(2.1)

(0.7)

(21.9)

- Depreciation

150.4

119.6

0.8

270.8

Working profit/(loss) before additions to property, plant and equipment

523.4

634.8

(111.5)

1,046.7

Statement of cash flows

Cash inflows from operating activities

546.1

563.1

19.7

1,128.9

Cash outflows from investing activities

(135.7)

(60.1)

(6.7)

(202.5)

Cash (outflows)/inflows from financing activities

(405.5)

(500.8)

1,415.5

509.2

Reconciliation of adjusted EBITDA

Profit for the year

635.0

Income tax

343.9

Profit before tax

978.9

Finance expense

68.8

Finance income

(109.8)

Results from operating activities

937.9

Depreciation

270.8

Share-based payment expense

224.1

Change in estimate of environmental rehabilitation recognised in

profit or loss

(21.9)

Gain on disposal of property, plant and equipment

(0.7)

Transaction costs

1.4

Adjusted EBITDA

1,411.6

Adjusted EBITDA (that was considered from the year ended

30 June 2019 following the initial RCF agreement)

may not be comparable to

similarly titled measures of other companies. Adjusted

EBITDA is not a measure of performance

under IFRS and should be considered in

addition to, and not as a substitute for, other measures of financial

performance and liquidity.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2021

F-34

OPERATING SEGMENTS

continued

Other

2019

reconciling

Amounts in R million

Ergo

FWGR

items

Total

Financial performance

Revenue (External)

2,577.5

184.6

2,762.1

Cash operating costs

(2,311.1)

(111.8)

(2,422.9)

Movement in gold in process and finished inventories - Gold Bullion

16.4

16.2

32.6

Segment operating profit

282.8

89.0

371.8

Retrenchment costs

(1.6)

(4.7)

(6.3)

Administration expenses and other costs

(12.0)

(2.3)

(76.6)

(90.9)

Interest income

6.5

10.4

16.9

Interest expense

(2.4)

(3.2)

(5.6)

Current tax

1.6

Working profit/(loss) before additions to property, plant and equipment

274.9

82.0

(69.4)

287.5

Additions to property, plant and equipment

(22.8)

(330.7)

(0.2)

(353.7)

Working profit/(loss) after additions to property, plant and equipment

252.1

(248.7)

(69.6)

(66.2)

Interest income excludes the unwinding of the Payments

made under protest

Interest expense excludes the discount recognised on

the initial recognition of the Payments made under

protest

Reconciliation of cost of sales to cash operating costs

Cost of sales

(2,414.7)

(131.3)

(7.9)

(2,553.9)

- Depreciation

142.8

25.7

0.6

169.1

- Change in estimate of environmental rehabilitation recognised in

profit or loss

(58.6)

(1.4)

(60.0)

- Movement in gold in process and finished inventories - gold Bullion

(16.4)

(16.2)

(32.6)

- Ongoing rehabilitation expenditure

16.6

1.7

18.3

- Care and maintenance

8.8

- Other operating income/(costs)

19.2

8.3

(0.1)

27.4

Cash operating costs

(2,311.1)

(111.8)

(2,422.9)

Reconciliation of profit/(loss) for the year to working profit/(loss) before additions to property, plant and equipment

Profit/(loss) for the year

82.3

28.7

(32.5)

78.5

- Deferred tax

16.2

13.4

(1.4)

28.2

- Net other operating costs/(income)

40.2

15.4

(25.7)

29.9

- Ongoing rehabilitation expenditure

16.6

1.7

18.3

- Discount recognised on Payments made under protest including

subsequent unwinding

3.5

- Unwinding of provision for environmental rehabilitation

45.4

19.6

1.3

66.3

- Other income

(2.2)

(5.7)

(7.9)

- Growth in environmental rehabilitation obligation funds

(11.3)

(22.5)

(4.6)

(38.4)

- Change in estimate of provision for environmental rehabilitation

recognised in profit or loss

(58.6)

(1.4)

(60.0)

- Depreciation

142.8

25.7

0.6

169.1

Working profit/(loss) before additions to property, plant and equipment

274.9

82.0

(69.4)

287.5

Statement of cash flows

Cash inflows/(outflows) from operating activities

221.7

89.3

(22.7)

288.3

Cash (outflows)/inflows from investing activities

(39.4)

(324.4)

60.8

(303.0)

Cash (outflows)/inflows from financing activities

(291.7)

236.7

47.1

(7.9)

Reconciliation of adjusted EBITDA

Profit for the year

78.5

Income tax

26.6

Profit before tax

105.1

Finance expense

78.4

Finance income

(58.3)

Results from operating activities

125.2

Depreciation

169.1

Share-based payment expense

21.4

Change in estimate of environmental rehabilitation recognised in profit

(60.0)

Gain on financial instruments at fair value through profit or loss

(2.1)

Gain on disposal of property, plant and equipment

(5.8)

Retrenchment costs

6.3

Adjusted EBITDA

254.1

Adjusted EBITDA (that was considered from the year ended

30 June 2019 following the initial RCF agreement)

may not be comparable to

similarly titled measures of other companies. Adjusted

EBITDA is not a measure of performance

under IFRS and should be considered in

addition to, and not as a substitute for, other measures of financial

performance and liquidity.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2021

F-35

PAYMENTS

MADE UNDER PROTEST

SIGNIFICANT ACCOUNTING JUDGEMENTS

Payments made under protest

The determination

of whether the

payments made under

protest give

rise to an

asset or

a contingent asset

or neither,

required

the use of significant judgement.

The definition of an asset

in the conceptual framework was

applied as well as the

considerations

in the outcome

of the IFRS Interpretations

Committee (“

IFRIC

”) agenda decision

– Deposits relating to

taxes other than income

tax (IAS 37 Provisions, Contingent Liabilities

and Contingent Assets) (“

IFRIC Agenda Decision

”) published in January 2019.

The

IFRIC Agenda Decision has a similar fact pattern to that of the payments made under protest. With the consideration of the facts

and circumstances

surrounding the

payments made

under protest

in applying

the definition

of an

asset and

the IFRIC

Agenda

Decision, management considered the following:

•

payments

were

made

under

protest

and

without

prejudice

admission

liability.

Such

payments

were

not

made

settlement of debt or recognition of expenditure;

•

the

Group

therefore

retains

right

recover

the

payments

from

the

City

Ekurhuleni

Metropolitan

Municipality

(“

Municipality

”) if the Group is successful in the Main Application;

•

if the Group

is not successful

in the Main

Application, the

payments will

be used

to settle

the resultant

liability to the

Municipality;

and

•

these two possible outcomes

(i.e. success in

the Main Application or

not) therefore, will

lead to economic

benefits to the Group.

Therefore, the

right to

recover the

payments made

under protest

is not

a contingent

asset because

it meets

the definition

and

recognition

criteria

asset.

specific

guidance

exists

developing

accounting

policy

for

such

asset.

Therefore,

management applied judgement in developing an accounting policy that

would lead to information that is relevant to the users of

these financial statements and information that can be relied upon.

Contingent liabilities

The assessment

of whether

an obligating

event results

in a

liability or

a contingent

liability requires

the exercise

of significant

judgement of the outcome of future events that are not wholly within the control of the Group.

Litigation and other judicial

proceedings inherently entail complex

legal issues that are subject

to uncertainties and complexities

and are subject to interpretation.

SIGNIFICANT ACCOUNTING ASSUMPTIONS AND ESTIMATES

The discounted amount of the

payments made under protest is

determined using assumptions about the

future that are inherently

uncertain and can change materially over time and includes the discount rate and discount period.

These assumptions about the future include estimating the timing of concluding on

the Main Application, i.e. the discount period,

the ultimate settlement terms, the discount rate applied and the assessment of recoverability.

ACCOUNTING POLICIES

Payments made under protest

Recognition and measurement

The

payment

made

under

protest

asset

that

arises

from

the

Municipality

Electricity

Tariff

Dispute

initially

measured

discounted amount, and any

difference between the face

value of payments made under

protest and the discounted

amount on

initial recognition is recognised in profit or loss

as a finance expense. Subsequent to initial recognition,

the payments made under

protest is measured using the effective interest method to unwind the discounted amount to the original face value less any write

downs for recovery. Unwinding of the carrying value and changes in the discount period are recognised in profit or loss.

Assessment of recoverability

The

discounted

amount of

the payments

under

protest is

assessed

at each

reporting date

determine whether

there is

any

objective

evidence

that

the

full

amount

longer

expected

recovered.

The

Group

considers

the

reasonable

and

supportable

information

the

creditworthiness

the

Municipality

and

events

surrounding

the

outcome

the

Main

Application.

Any write down is recognised in profit or loss.

Contingent liabilities

A contingent liability

is a possible obligation

arising from past events

and whose existence will

be confirmed only

by occurrence

or non-occurrence of one

or more uncertain future

events not wholly within

the control of the

Group. A contingent liability

may also

be a present obligation arising from past events

but is not recognised on the basis that

an outflow of economic resources to settle

the obligation

is not

viewed as

probable, or

the amount

of the

obligation cannot

be reliably

measured. When

the Group

has a

present obligation, an outflow of economic resources

is assessed as probable and the Group

can reliably measure the obligation,

a provision is recognised.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2021

F-36

PAYMENTS

MADE UNDER PROTEST

continued

Amounts in R million

Note

2021

2020

Balance at the beginning of the year

35.0

27.6

Payments made under protest

8.1

10.6

Discount on initial payment made under protest

(7.4)

(7.1)

Unwinding

4.8

3.9

Balance at the end of the year

40.5

35.0

Ekurhuleni Metropolitan Municipality ("Municipality") Electricity Tariff Dispute

There are primarily 3

(three) legal proceedings for

which relief has been sought

in the appropriate legal

fora and all of

which fall

within the jurisdiction of the High Court of South Africa, Gauteng Local Division, Johannesburg. These comprise of an

application

brought by Ergo and actions brought under two summonses by the Municipality.

In order

to operate

the Ergo

Plant and

conduct its

business operations,

Ergo requires

a reliable

and steady

feed of

electricity

which it draws from the Ergo Central Substation.

Over the past several

years the Municipality has

charged Ergo for such

electricity, at the Megaflex tariff at

which ESKOM Holdings

SOC Limited (“

ESKOM

”) charges its large power users plus an additional surcharge, as it still does; and Ergo paid therefor.

Pursuant to

its own investigations,

and after having

sought legal

advice on the

matter,

Ergo determined

that only

ESKOM may

legitimately charge it

for the electricity so

drawn and consumed at

the Ergo Plant, specifically

from the Ergo Central

Substation.

Despite

this, ESKOM

refused to

either accept

payment from

Ergo in

respect of

such electricity

consumption or

to conclude

consumer agreement with it.

In December 2014, Ergo instituted legal proceedings

by way of an application (“

Main Application

”) against the Municipality and

ESKOM as well as the National Energy Regulator of

South Africa (“

NERSA

”), the Minister of Energy, the Minister of Co-operative

Governance &

Traditional

Affairs and

the South

African Local

Government Association,

the latter

4 (four)

respondents against

whom Ergo does not seek any relief.

Ergo seeks the undermentioned relief:

●

declaring that the Municipality does not supply electricity to it at the Ergo Plant;

●

declaring that

the Municipality

is in

breach of

its temporary

Distribution License

(issued by

NERSA) by

purporting to

supply

electricity to Ergo at the Ergo Plant;

●

declaring that neither the Municipality

nor ESKOM may lawfully insist

that only the Municipality may

supply electricity to Ergo

at the Ergo Plant;

●

declaring that ESKOM presently supplies electricity to Ergo at the Ergo Plant; and

●

directing ESKOM to

conclude a consumer

agreement with Ergo

for the supply

of electricity at

the Ergo Plant

at its Megaflex

tariff.

The Municipality has since issued two summonses (“

Summonses

”) for the recovery of arrears it alleges it

is owed amounting to

74.0

million and R

31.6

million, respectively.

In the interest of the proper administration of justice, the Main Application was postponed by agreement between the parties and

a case manager

was appointed to determine

a collaborative process to

facilitate the effective

and efficient court

scheduling and

coordination of both the Main Application and the Summonses.

order

secure

uninterrupted

supply

electricity,

Ergo

has

made

payment

and

continues

pay

for

consumption

the

amended and

lower “J-Tariff”,

albeit under

protest and

without prejudice

and/or admission

of liability.

Whilst still

deemed to

disproportionate, the J-Tarif is significantly lower than the previously imposed “D-Tariff”. The Group recognised an asset for these

payments that are made “under protest”.

Ergo

has

also

brought

application

for

the

consolidation

both

the

Main

Application

and

the

actions

brought

under

the

Summonses, which is still ongoing.

The Group supported by the

external legal team is

confident that there is a

high probability that Ergo will

be successful in the

Main

Application and defending

the Summonses. Therefore,

there is no

present obligation as

a result of

a past event

to pay the

amounts

claimed by the Municipality

The balance at the end of the year was based on the following assumptions:

●

discount rate:

11.68

% (2020:

11.68

%) representing the Municipality maximum cost of borrowing on bank loans as disclosed in

their June 30, 2020 annual report; and

●

discount period:

June 30, 2024

(2020:

June 30, 2022

) representing management’s

best estimate of

the date of

conclusion of

the Main Application and is supported by external legal counsel.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2021

F-37

OTHER INVESTMENTS

ACCOUNTING JUDGEMENTS

The Group has one (1) director representative on

the Rand Refinery board. Therefore, judgement had to be applied

to ascertain

whether significant influence exists, and

if the investment should be

accounted for as an associate

under IAS 28 Investments in

Associates

and

Joint

Ventures.

The

director

representation

not

considered

significant

influence,

does

not

constitute

meaningful representation.

It represents

11.11

% of the entire board and

is proportional to the

11.3

% shareholding that the Group

has.

SIGNIFICANT ACCOUNTING ASSUMPTIONS AND ESTIMATES

The fair value of the listed equity instrument is determined

based on quoted prices on an active market. Equity instruments

which

are not listed on an

active market are measured using

other applicable valuation techniques depending

on the extent to which

the

technique maximises

the use

of relevant

observable inputs

and minimizes

the use

of unobservable

inputs. Where

discounted

cash flows are used, the estimated cash flows are based on management’s best estimate based on readily available information

at measurement

date. The

discounted cash

flows contain

assumptions about

the future

that are

inherently uncertain

and can

change materially over time.

ACCOUNTING POLICIES

On initial recognition of

an equity investment that is

not held for trading, the

Group may make an irrevocable

election to present

subsequent changes in

the investment’s

fair value in

other comprehensive income.

This election is

made on an

investment-by-

investment basis.

These assets are initially recognised at fair value plus any directly attributable transaction costs. Subsequent to initial recognition

they

are measured

fair value

and changes

therein are

recognised

OCI, and

are

never reclassified

to profit

loss, with

dividends recognised in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment.

The Group’s

listed and

unlisted investments

in equity

securities are

classified as

equity instruments

at fair

value through

other

comprehensive income (OCI).

Amounts in R million

% held

2021

2020

Listed investments (Fair value hierarchy Level 1):

West Wits Mining Limited ("

WWM

47,812,500

3.5%

43.5

12.0

Total

listed investments

43.5

12.0

Unlisted investments (Fair value hierarchy Level 3):

Rand Refinery Proprietary Limited ("

Rand Refinery

44,438

11.3%

119.3

178.4

Rand Mutual Assurance Company Limited B Share Business Fund ("

RMA

12,659

1.3%

4.1

4.7

Guardrisk Insurance Company Limited (Cell Captive A170)

100.0%

0.1

Chamber of Mines Building Company Proprietary Limited

42,292

4.5%

0.1

Total

unlisted investments

123.6

183.3

Balance at the end of the year

167.1

195.3

Fair value adjustment on equity instruments at fair value through OCI

(28.2)

191.8

Dividends received on equity instruments at fair value through OCI

(76.1)

(4.3)

Rand Refinery

(72.3)

RMA

(3.8)

(4.3)

The number and percentage shares held remained

unchanged for the prior year with the exception

of WWM that issued new shares thereby

diluting DRDGOLD's effective shareholding from

5.1

% to

3.5

The "B Share Business Fund" shares relate to all

the businesses of the RMA Group that do not relate

to the Compensation for Occupational

Injuries and Diseases Act

The shares held entitles the holder to

100

% of the residual net equity of Cell Captive

A 170 after settlement of the reimbursive right

MARKET RISK

Other market price risk

Equity price risk arises from changes in quoted market prices

of listed investments as well as changes in the fair

value of unlisted

investments due to changes in the underlying net asset values.

FAIR VALUE

OF FINANCIAL INSTRUMENTS

Listed investments

The

fair

values

listed

investments

are

determined

reference

published

price

quotations

from

recognised

securities

exchanges and constitute level 1 instruments in the fair value hierarchy.

Unlisted investments

The fair

values of

unlisted investments

are determined

through valuation

techniques that

include inputs

that are

not based

observable market data and constitute level 3 instruments in the fair value hierarchy.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2021

F-38

OTHER INVESTMENTS

continued

25.1

RAND REFINERY

Amounts in R million

2021

2020

Balance at the beginning of the year

178.4

Fair value adjustment on equity investments at fair value through other comprehensive income

(59.1)

178.4

Balance at the end of the year

119.3

178.4

In accordance

with IFRS

Fair Value

Measurement

, the

income approach

has been

established to

be the

most appropriate

basis

to estimate

the fair

value of

the investment

in Rand

Refinery.

This method

relies on

the future

budgeted cash

flows as

estimated by Rand Refinery. Management used a model developed by an external expert to perform the valuation.

Rand

Refinery’s

refining

operations

(excluding

Prestige

Bullion)

were

valued

using

the

Free

Cash

Flow

model,

whereby

enterprise

value using

Gordon Growth

formula for

the terminal

value was

estimated.

The forecasted

dividend income

to be

received

from Prestige

Bullion was

valued using

finite-life dividend

discount model

as Rand

Refinery’s

shareholding will

reduced to nil in 2032 per agreement with the South African Mint (partner in Prestige Bullion). These valuations revealed that the

fair value of the investment in Rand Refinery

consist mainly of Rand Refinery’s cash on

hand and the forecasted dividend income

to be received from Prestige Bullion.

The

enterprise

value

Rand

Refinery’s

refining

operations

decreased

mainly

due

decrease

forecast

gold

prices,

decrease in budgeted

production volumes, and

an increase in

budgeted operating costs.

The value of

the forecasted dividends

for Prestige Bullion

decreased mainly due

to a

decrease in the

demand in Krugerrands

and an increase

in the discount

rate applied

to the forecasted dividends of Prestige Bullion. The discount rate increased due to an increase in the risk premium to account for

increased volatility in demand for Krugerrands in the medium- to long-term.

The fair value measurement uses significant unobservable

inputs and relates to a fair value

hierarchy level 3 financial instrument.

Marketability and minority

discounts (both unobservable

inputs) of

16.5

% and

17.0

% (2020:

16.5

% and

17.0

%), respectively, were

applied. The

latest budgeted

cash flow

forecasts provided

by Rand

Refinery as

at June

30, 2021

was used,

and therefore

classified

as an unobservable input into the models. Key observable/unobservable inputs into the model include:

Amounts in R million

Observable/unobservable input

Unit

2021

2020

Rand Refinery operations

Forecast average gold price

Observable input

R/kg

847,317

852,098

Forecast average silver price

Observable input

R/kg

11,751

9,453

Average South African CPI

Observable input

4.4

4.8

South African long-term government bond rate

Observable input

9.5

Terminal

growth rate

Unobservable input

4.4

5.0

Weighted average cost of capital

Unobservable input

15.1

Investment in Prestige Bullion

Discount period

Unobservable input

years

Cost of equity

Unobservable input

16.5

13.2

Sensitivity analysis

The fair value

measurement is most

sensitive to the

Rand denominated gold

price and volumes.

The higher the

gold price and

volumes, the higher the fair value of

the Rand Refinery investment. The fair value measurement

is also sensitive to the discount

rate and

minority and

marketability discounts

applied. The

below table

indicates the

extent of

sensitivity of

the Rand

Refinery

equity value to the inputs:

Input

Change in OCI, net of tax

Amounts in R million

% Increase

% Decrease

% Increase

% Decrease

Rand Refinery operations

Rand US Dollar exchange rate

Observable inputs

(1)

3.8

(3.8)

Commodity prices (Gold and silver)

Observable inputs

(1)

3.0

(3.0)

Volumes

Unobservable inputs

(1)

2.6

(2.6)

Weighted average cost of capital

Unobservable inputs

(1)

(0.3)

0.3

Minority discount

Unobservable inputs

(1)

(1.2)

1.2

Marketability discount

Unobservable inputs

(1)

(1.2)

1.2

Investment in Prestige Bullion

Cost of equity

Unobservable inputs

(1)

(1.5)

1.5

Prestige Bullion dividend forecast

Unobservable inputs

(1)

0.4

(0.4)

Impact of the COVID-19 pandemic

The COVID-19 pandemic had an impact on the gold market and the operations of Rand Refinery as a result of the South African

national lockdown and the assumptions as disclosed were adjusted with relevant information at the reporting date.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2021

F-39

CONTINGENCIES

SIGNIFICANT ACCOUNTING JUDGEMENTS

The assessment

of whether

an obligating

event results

in a

liability or

a contingent

liability requires

the exercise

of significant

judgement

the

outcome

future

events

that

are

not

wholly

within

the

control

the

Group.

Litigation

and

other

judicial

proceedings

inherently

entail

complex

legal

issues

that

are

subject

uncertainties

and

complexities

and

are

subject

interpretation.

ACCOUNTING POLICIES

Contingent liabilities

A contingent liability is a possible obligation arising from

past events and whose existence will be confirmed only

by occurrence

or non-occurrence

of one

or more uncertain

future events not

wholly within

the control of

the Group.

A contingent liability

may

also be a present obligation arising from past events but is not recognised on

the basis that an outflow of economic resources to

settle the obligation is not

viewed as probable, or the amount

of the obligation cannot be

reliably measured. When the Group

has

present

obligation,

outflow

economic

resources

assessed

probable

and

the

Group

can

reliably

measure

the

obligation, a provision is recognised.

Contingent assets

Contingent assets are

possible assets whose

existence will be

confirmed by the

occurrence or

non-occurrence of uncertain

future

events that are not wholly within the control of the entity. Contingent assets are not recognised, but they are disclosed when it is

likely

than not

that an

inflow

of benefits

will occur.

However,

when the

inflow

benefits

is virtually

certain

an asset

recognised in the statement of financial position, because that asset is no longer considered to be contingent.

26.1

CONTINGENT LIABILITY FOR OCCUPATIONAL

LUNG DISEASES

On May 3, 2018, former mineworkers and dependents of deceased mineworkers (“Applicants”) and Anglo American South

Africa Limited, AngloGold Ashanti Limited, Sibanye Gold Limited trading as Sibanye-Stillwater, Harmony Gold Mining Company

Limited, Gold Fields Limited, African Rainbow Minerals Limited and certain of their affiliates (“Settling Companies”) settled the

class certification application in which the Applicants in each sought to certify class actions against gold mining houses cited

therein on behalf of mineworkers who had worked for any of the particular respondents and who suffer from any occupational

lung disease, including silicosis or tuberculosis.

The DRDGOLD Respondents, comprising DRDGOLD Limited and East Rand Proprietary Mines Limited, are not a party to the

settlement between the Applicants and Settling Companies. The settlement agreement is not binding on the DRDGOLD

Respondents. The dispute, insofar as the class certification application and appeal thereof is concerned, still stands and has

not terminated in light of the settlement agreement.

DRDGOLD maintains the view that it is too early to consider settlement of the matter, mainly for the following reasons:

• the Applicants have as yet not issued and served a summons (claim) in the matter;

• there is no indication of the number of potential claimants that may join the class action against the DRDGOLD Respondents;

• many principles upon which legal responsibility is founded, are required to be substantially developed by the trial court (and

possibly subsequent courts of appeal) to establish liability on the bases alleged by the Applicants.

In light of the above there is inadequate information to determine if a sufficient legal and factual basis exists to establish liability,

and to quantify such potential liability.

26.2

CONTINGENT LIABILITY FOR ENVIRONMENTAL

REHABILITATION

Mine residue deposits may have a potential pollution impact on ground water through seepage. The Group has taken certain

preventative actions as well as remedial actions in an attempt to minimise the Group’s exposure and environmental

contamination.

The flooding of the western and central basins has the potential to cause pollution due to Acid Mine Drainage (“AMD”)

contaminating the ground water. The government has appointed Trans-Caledon Tunnel Authority (“TCTA”) to construct a partial

treatment plant to prevent the ground water being contaminated. TCTA completed the construction of the neutralisation plant

for the Central Basin and commenced treatment during July 2014. As part of the heads of agreement signed in December 2012

between EMO, Ergo, ERPM and TCTA, sludge emanating from this plant since August 2014 has been co-disposed onto the

Brakpan/Withok Tailings Storage facility. Partially treated water has been discharged by TCTA into the Elsburg Spruit.

This agreement includes the granting of access to the underground water basin through one of ERPM’s shafts and the rental of

a site onto which it constructed its neutralisation plant. In exchange, Ergo and its associate companies including ERPM have a

setoff against any future directives to make any contribution toward costs or capital of up to R250 million. Through this

agreement, Ergo also secured the right to purchase up to 30 Ml of partially treated AMD from TCTA at cost, to reduce Ergo’s

reliance on potable water for mining and processing purposes.

While the heads of agreement should not be seen as an unqualified endorsement of the state’s AMD solution, and do not affect

our right to either challenge future directives or to implement our own initiatives should it become necessary, it is an encouraging

development.

In view of the limitation of current information for the accurate estimation of a potential liability, no reliable estimate can be made

for the possible obligation.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2021

F-40

CONTINGENCIES

continued

26.3

CONTINGENCIES

REGARDING

EKURHULENI

METROPOLITAN

MUNICIPALITY

ELECTRICITY

TARIFF

DISPUTE

Refer note 24 PAYMENTS

MADE UNDER PROTEST for a full description of the matter.

Contingent liability

The Municipality has issued two summonses for

the recovery of arrears it alleges

it is owed amounting to R

74.0

million and R

31.6

million, respectively.

The group supported by the

external legal team is confident

that there is a

high probability that Ergo will

successful in defending the Summonses. Therefore, there is no present obligation as a result of

a past event to pay the amounts

claimed by the Municipality.

Contingent asset

Ergo

instituted

counterclaim against

the

Municipality

for

the recovery

the

surcharges which

were

erroneously paid

the

Municipality in the

bona fide belief

that they were

due and payable

prior to the

Main Application of

approximately R

million (these

surcharges were expensed for accounting purposes).

FINANCIAL INSTRUMENTS

CLASSIFICATION AND MEASUREMENT OF FINANCIAL ASSETS

Financial

assets

are

not

reclassified

subsequent

their

initial

recognition

unless

the

Group

changes

its

business

model

for

managing financial assets, in

which case all affected

financial assets are reclassified

on the first day

of the first reporting

period

following the change in business model.

A financial asset shall be measured at amortised cost if both the following conditions are met:

●

the financial asset is held within a

business model whose objective is to hold

financial assets in order to collect

contractual cash

flows; and

●

the contractual terms of

the financial asset give

rise on specified dates to

cash flows that are solely

payments of principal and

interest on the principal amount outstanding.

An investment is

measured at fair

value through other

comprehensive income if

it meets both

of the following

conditions and is

not designated as at fair value through profit or loss:

●

It is held with a business model whose objective achieved by both collecting

contractual cash flows and selling financial assets;

and

●

Its contractual terms give rise on specified dates to

cash flows that are solely payments of principal and interest

on the principal

amount outstanding.

FINANCIAL RISK MANAGEMENT FRAMEWORK

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 20. This

note must be

read with the

quantitative disclosures included throughout these consolidated financial statements.

The board of

directors (“

Board

”) has

overall responsibility for

the establishment and

oversight of the

Group’s risk

management

framework. During the current year

the Board established the

Risk Committee (“

”) (previously a subcommittee

of the Audit and

Risk

Committee),

which

responsible

for

developing

and

monitoring

the

Group’s

risk

management

policies.

The

committee

reports regularly to the Board on its activities.

The Group’s risk management policies

are established to identify

and analyse 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 RC oversees

how management monitors

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 RC

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 RC.

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 trade and other receivables.

The Group’s financial instruments do not represent

a concentration of credit risk

due to the exposure to

credit risk being managed

as disclosed in the following notes:

NOTE 12

INVESTMENTS IN REHABILITATION

OBLIGATION FUNDS

NOTE 13

CASH AND CASH EQUIVALENTS

NOTE 15

TRADE AND OTHER RECEIVABLES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2021

F-41

FINANCIAL INSTRUMENTS continued

FINANCIAL RISK MANAGEMENT FRAMEWORK

continued

MARKET RISK

Market risk is the risk that changes in market prices, such as commodity prices, foreign exchange rates, interest rates and equity

prices will affect the consolidated profit or loss or the

value of its financial instruments. The objective of market risk management

is to manage and control market risk exposures within acceptable parameters, while optimising returns.

Commodity price risk

Additional disclosures are included in the following note:

NOTE 4

REVENUE

Other market risk

Additional disclosures are included in the following note:

NOTE 25

OTHER INVESTMENTS

Interest rate risk

Fluctuations in

interest rates

impact on

the value

of short-term

cash investments

and financing

activities, giving

rise to

interest

rate risk. 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

managed

ensure

surplus

funds

are

invested

manner

achieve

maximum returns while

minimising risks. Lower

interest rates result

in lower returns

on investments and

deposits and also

may

have the effect

of making it

less expensive to

borrow funds. Conversely,

higher interest rates

result in higher

interest payments

on loans and overdrafts.

Additional disclosures are included in the following notes:

NOTE 12

INVESTMENTS IN REHABILITATION

OBLIGATION FUNDS

NOTE 13

CASH AND CASH EQUIVALENTS

Foreign currency risk

The Group

enters into

transactions denominated

in foreign

currencies, such

as gold

sales denominated

in US

dollar, in the

ordinary

course of business. This exposes the Group to fluctuations in foreign currency exchange rates.

Additional disclosures are included in the following notes:

NOTE 4

REVENUE

NOTE 15

TRADE AND OTHER RECEIVABLES

NOTE 13

CASH AND CASH EQUIVALENTS

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

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

has

sufficient

cash

demand

meet

expected

operational

expenses,

including

the

servicing

financial obligations;

this excludes

the potential impact

of extreme circumstances

that cannot reasonably

be predicted, such

natural disasters.

Additional disclosures are included in the following note:

NOTE 10.2

LEASES

NOTE 16

TRADE AND OTHER PAYABLES

NOTE 20

CAPITAL MANAGEMENT

RELATED PARTIES

Disclosures are included in the following notes:

NOTE 5.1

COST OF SALES

NOTE 16

TRADE AND OTHER PAYABLES

NOTE 19.3

TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL

NOTE 21

EQUITY

NOTE 22

INTEREST IN SUBSIDIARIES

SUBSEQUENT EVENTS

There were no significant

subsequent events between the

year-end reporting date of

June 30, 2021 and

the date of issue

of these

financial statements other than described below and included in the preceding notes to the consolidated financial statements.

Declaration of dividend

On August

25 2021, the

Board declared a

final dividend

for the year

ended June

30, 2021 of

SA cents

per qualifying share

amounting to R

342.0

million, which was paid on September 27, 2021.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2021

F-42

SUBSEQUENT EVENTS continued

Conditional shares granted

On 20 October

2021,

3,508,232

conditional shares were

granted to qualifying

employees under the

current equity settled

long-

term incentive scheme.

These are expected

to vest on

20 October 2024.

The number of

conditional shares granted

includes those

granted to directors and prescribed officers as follows:

Number of conditional

shares awarded

Executive directors

D J Pretorius

549,986

A J Davel

292,796

Prescribed officers

W J Schoeman

292,796

E Beukes

39,375

SIGNATURES

The

registrant hereby

certifies that

meets all

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/ A.J. Davel

A.J. Davel

Chief Financial

Officer

Date: October

28, 2021

Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	6th grade Good

DRDGOLD Limited (DRD) 20-F2021 FY Annual report (foreign)

Content analysis