DRDGOLD Limited 20F 2022 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, 2022

☐

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

Manager 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,

2022.

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

☐

☑

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.

[Reserved]

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.

Critical Accounting Estimates

ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

6A.

Directors And Senior Management

6B.

Compensation

6C.

Board Practices

6D.

Employees

6E.

Share Ownership

ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY

TRANSACTIONS

7A.

Major Shareholders

7B.

Related Party Transactions

7C.

Interests Of Experts And Counsel

ITEM 8.

FINANCIAL INFORMATION

8A.

Consolidated statements And Other Financial Information

8B.

Significant Changes

ITEM 9.

THE OFFER AND LISTING

9A.

Offer And Listing Details

9B.

Plan Of Distribution

9C.

Markets

9D.

Selling Shareholders

9E.

Dilution

9F.

Expenses Of The Issue

ITEM 10.

ADDITIONAL INFORMATION

10A.

Share Capital

10B.

Memorandum and articles of association

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 16.

[RESERVED]

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 16E.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

ITEM 16F

CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

ITEM 16G.

CORPORATE

GOVERNANCE

ITEM 16H.

MINE SAFETY DISCLOSURES

ITEM 16I.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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 in this Annual Report, 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 R16.27 per $1.00, the year end exchange rate on June 30, 2022.

In this Annual Report, we present certain non-IFRS financial measures such as “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, and 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,

cash generated from operating activities, 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 these

measures,

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.

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;

●

statements made in or with respect to the Technical Report Summaries (“

TRS

” or “

TRSs

”) including statements with respect to

Mineral Reserves and Resources and assumptions, gold prices, projected revenue and cash flows and capital expenditures and

other forward looking statements in the TRSs;

●

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 2023;

●

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 the Regional Tailings Storage Facility (“

RTSF

”), 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 new

variants,

including in

South Africa;

●

the global

impact of

Ukraine conflict

and global inflation;

●

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

and the reclamation

sites on the

east of Ergo’s plant;

●

challenges

in replenishing

mineral reserves;

●

changes in

our competitive

position;

●

changes in,

or that affect,

our business

strategy;

●

that assumptions

underlying our

Mineral Reserves

and Mineral

Resources as

set forth in

this report

and our TRSs

prove to be

incorrect;

●

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 our

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;

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

Any 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

and no websites

are incorporated

by reference

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,

exploration expenses and

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.

Brakpan/Withok final life design

The Brakpan/Withok Tailings

Storage Facility final life design is the engineering

design that ultimately brings

the

tailings

storage facility

its

finality

terms

extent, operation,

rehabilitation and

management. The

implemented final design

would result in

alignments with the

Global Industry Standard

on Tailings Management

(“

GISTM

”)

and

regulatory

bodies,

increase

deposition

capacity,

improve

operation/management

and

bring

about the sustainable closure of the facility.

$/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 grade

(i.e., the

concentration of

metal or

mineral in

rock) that

distinguishes material

deemed to

have no

economic value from material deemed to have economic value.

CIL Circuit

Carbon-in-leach circuit.

Definitive Feasibility Study

DFS

A definitive

engineering estimate

of all

costs, revenues,

equipment requirements

and production

at a

-5% to

+10% level of accuracy. The study

is used to define the

economic viability of a

project and to support

the search

for project financing.

Depletion

The decrease in the quantity of ore in a deposit or property resulting from extraction or production.

Deposition

Deposition is the geological process

by which material is added

to a landform or land mass.

Fluids such as wind

and water, as

well as sediment flowing via gravity,

transport previously eroded sediment, which, at

the loss of

enough kinetic

energy in

the fluid,

is deposited,

building up

layers of

sediment. Deposition

occurs when

the

forces responsible for sediment transportation are no longer sufficient to

overcome the forces of particle weight

and friction, creating a resistance to motion.

Dilution

Waste or material below the cut-off grade that contaminates the ore during the course of mining operations and

thereby reduces the average grade mined.

Doré

Unrefined gold and silver

bullion bars consisting of

approximately 90% precious metals

which will be further

refined to almost pure metal.

Footwall

The underlying side of a stope or ore body.

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.

Indicated Mineral Resources

That part of a Mineral Resource for which quantity and grade or

quality are estimated on the basis of adequate

geological

evidence

and

sampling.

The

level

geological

certainty

associated

with

indicated

Mineral

Resource is sufficient to allow a qualified person to apply modifying factors

in sufficient detail to support mine

planning and evaluation of the economic viability of the deposit. Because an indicated

Mineral Resource has a

lower level of

confidence than the

level of confidence

of a measured

Mineral Resource, an

indicated Mineral

Resource may only be converted to a probable Mineral Reserve.

Inferred Mineral Resources

That part of

a Mineral Resource

for which quantity

and grade or

quality are estimated

on the basis

of limited

geological

evidence

and

sampling.

The

level

geological

uncertainty

associated

with

inferred

Mineral

Resource

too

high

apply

relevant

technical

and

economic

factors

likely

influence

the

prospects

economic

extraction

manner

useful

for

evaluation

economic

viability.

Because

inferred

Mineral

Resource has the lowest level

of geological confidence of

all Mineral Resources, which prevents

the application

of the modifying factors in a manner useful for evaluation of economic viability,

an inferred Mineral Resource

may not be considered when assessing the economic viability of a

mining project and may not be converted to

a Mineral Reserve.

Measured Mineral Resources

That part of a Mineral

Resource for which quantity and

grade or quality are estimated

on the basis of conclusive

geological

evidence

and

sampling.

The

level

geological

certainty

associated

with

measured

Mineral

Resource is

sufficient

to allow

qualified person

to apply

modifying factors,

in sufficient

detail

to support

detailed mine planning

and final evaluation

of the

economic viability

of the

deposit. Because

a measured Mineral

Resource has a higher level of confidence than the level of confidence of

either an indicated Mineral Resource

or an inferred Mineral Resource, a measured Mineral Resource may be converted to a proven

Mineral Reserve

or to a probable Mineral Reserve.

Metallurgical plant

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

Mineral Reserves

An estimate of tonnage and

grade or quality of indicated

and measured Mineral Resources that, in

the opinion

of the qualified person, can be the basis of an economically viable project. More specifically, the economically

mineable part of a

measured or indicated Mineral

Resource, which includes diluting materials

and allowances

for losses that may occur when the material is mined or extracted.

Mineral Resources

A concentration or occurrence of material of economic interest in or on the Earth's crust in such form, grade or

quality,

and

quantity

that

there

are

reasonable

prospects

for

economic

extraction.

Mineral

Resource

reasonable estimate of mineralization, taking into

account relevant factors such as

cut-off grade, likely mining

dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is

likely to, in

whole or in

part, become economically

extractable. It is

not merely an

inventory of all

mineralization

drilled or sampled.

Mine call factor

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

Modifying factors

The factors that a qualified person must

apply to indicated and measured Mineral Resources and

then evaluate

in order

to establish

the economic

viability of

Mineral Reserves.

A qualified person

must apply

and evaluate

modifying

factors

convert

measured

and

indicated

Mineral

Resources

proven

and

probable

Mineral

Reserves.

These

factors

include,

but

are

not

restricted

to:

Mining;

processing;

metallurgical;

infrastructure;

economic;

marketing;

legal;

environmental

compliance;

plans,

negotiations,

agreements

with

local

individuals or groups; and governmental

factors. The number, type and specific

characteristics of the modifying

factors applied will necessarily be a function of and depend upon the mineral, mine, property, or project

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.

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, ongoing

rehabilitation expenditure, care

and maintenance,

other operating income and retrenchment costs.

oz/t

Ounces per ton.

Prefeasibility study ("

PFS

A comprehensive study of a range of

options for the technical and economic

viability of a mineral project that

has

advanced

stage

where

preferred

mining

method,

the

case

underground

mining,

the

pit

configuration,

the

case

open

pit,

established

and

effective

method

mineral

processing

determined. It includes a

financial analysis based on

reasonable assumptions on the

modifying factors and the

evaluation

any

other

relevant

factors

which

are

sufficient

for

competent

person,

acting

reasonably,

determine if all or part of the Mineral Resource may

be converted to a Mineral Reserve at the time of

reporting.

A prefeasibility study is at a lower confidence level than a feasibility study.

Proven Mineral Reserves

The economically mineable part of a measured Mineral Resource and can only result from conversion of a

measured Mineral Resource and can only result from conversion of a measured Mineral Resource.

Probable Mineral Reserves

The economically mineable part of an indicated and in some cases, a measured Mineral Resource.

Qualified Person

An individual who is a

mineral industry professional with at least 5

years of relevant experience in the

type of

mineralization

and

type

deposit

under

consideration

and

the

specific

type

activity

that

person

undertaking on behalf of

the registrant, and an eligible

member or licensee in

a good standing of a

recognized

professional organization at the time the technical report is prepared.

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 of

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. [Reserved]

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 climate change;

●

Risks related to government regulation; and

●

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

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

levels would adversely

affect us,

and any sustained

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 in 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. Although

the impact

of the

COVID-19

pandemic

has diminished

and the

gold prices

have marginally

decreased,

the average

gold price

for fiscal

2022 remained

high due to

continued

economic

uncertainty

as the

global economies

attempt to

recover

from all

the after

effects of

COVID19

and deal

with,

the conflict

in Ukraine

and rapidly

rising

inflation.

In addition,

we are

impacted

by movements

in the exchange

rate of the

rand against

the dollar

as described

below.

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

the rand against the dollar

at June 30,

2022

weakened

by 14% compared

to June 30,

2021.

The closing

price of the

rand against

the dollar

at June 30,

2021 strengthened

by 18% compared

June 30,

2020. At

September

30, 2022,

the rand

traded at

R18.15 =

$1.00 (based

on closing

rates),

a 12% weakening

of the rand

against the

Dollar

from June

30, 2022 as

the dollar

strengthened

as a result

of quantitative

tightening

and the raising

of interest

rates by the

US Federal

Reserve.

The

rand/dollar exchange

rate was volatile throughout

the fiscal year 2022

mainly as a result of global,

emerging market and

South Africa economic

uncertainty including

uncertainties

resulting from

the global economic

slowdown sentiment,

rapidly rising global

inflation,

geopolitical

tensions

Ukraine,

perceived political and

economic instability,

structurally weak economic

growth of

the South

African economy

exacerbated by

increasing

loadshedding

by power utility

Eskom Holdings

SOC Limited

(“

Eskom

”) as it battles

with supply.

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. Up to April 11, 2022 we sold 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

was usually sold at the

spot price in the

market on the date of

trade. Subsequent to April 11, 2022

gold is sold at

a dollar gold price and

spot

exchange rate

specified

in a contract

with the South

African bullion

banks to

deliver the

gold at a

specified

settlement

date.

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

all our operations.

A failure

to acquire

new Mineral

Reserves could

negatively affect

our

future

cash

flows, results

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 Mineral Reserves. A failure to

acquire new Mineral 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 Mineral 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.

Our 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

current life of mine and for the future. Key projects to increase

such a deposit capacity include the development

of the regional tailings storage

facility as part of Phase 2

FWGR project or identifying interim alternate deposition facilities as well as obtaining regulatory approvals for the

Brakpan/Withok

TSF final design

at Ergo.

However, their

products may

not be successful

or sufficient

to maintain

or increase

deposit capacity

Our large projects, most notably the development

of FWGR Phase 2, the Solar Plant Project and

Brakpan/Withok TSF final life

design implementation to enable mining on the

east of the

Ergo plant, 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

utilizing our

existing experience

and know-how.

Projects like

the

development of

Phase 2

the

FWGR assets

acquired from

Sibanye-Stillwater, the

Solar Plant

Project and

the

implementation

of the Brakpan/Withok TSF final life design are subject

to the risk of delays,

regulatory approvals

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;

•

failure or

delay of third-party

service providers;

and

•

changes to

regulations,

such as environmental

regulations.

We also face the

risk that expected

benefits of

our projects

are not achieved.

The Phase 2 definitive

feasibility

study was completed

in the 3

quarter of fiscal

year 2021, however

regulatory approval

still needs

be obtained

for the submitted

amended design.

It is therefore

anticipated

that the construction

of the Regional

Storage Facility,

related to Phase

will commence

in fiscal

year 2031.

As the

Driefontein

4 TSF is

expected

to reach

full capacity

during fiscal

year 2025,

whereafter

the depositional

rate would

have to

decrease

materially. Plans

are in

place to

redirect

material

to Sibanye

Gold’s Leeudoorn

TSF until

the Regional

Storage

Tailings

Facility is

ready for commissioning

expected in

fiscal year

2031.

Ergo is currently

developing a

Solar Power

Plant to reduce

its reliance

on Eskom and

to reduce

its future

cost of electricity

(“

the Solar

Plant

”).

The Solar

Plant

definitive

feasibility

study was

completed

during

fiscal

year 2022

and is

currently

under

development.

A significant

capital

investment

is needed to

complete the

project. It

is estimated

that benefit

from the project

in reduced electricity

costs and reduced

carbon footprint

will start

to materialize

from April

2023 onwards.

Regulatory approvals

for the final life design of the Brakpan/Withok TSF are yet to be obtained. The

implementation

of the final life

design is expected

to be crucial

in the increase

of the life

of mine of

Ergo as it will

accommodate

material in

toward the

east of the

Ergo plant.

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,

the Solar

Power Project

and the

implementation of the

final life

design Brakpan/Withok TSF

are

particularly

material

to DRDGOLD,

significant

cost overruns

or adverse

changes

in assumptions

affecting

the viability

of these

projects

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,

rising cost

of debt,

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.

Management

is estimating

a significant

capital investment

in major projects

in the next

few years.

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 possible

on attractive

terms or

at all

due

to rising

interest

rates,

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

and load shedding

or power dips,

destruction of

infrastructure,

spillages, higher

than expected operating

costs, or

lower than

expected production as a

result of

decreases in

extraction efficiencies due to

imbalances in the

metallurgical

process as

well as inconsistent

volume throughput

or other factors.

Our FWGR operations are reliant

on the

use and access to

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.

Any of the risks

above or weather

conditions or

other interruptions

could adversely

impact our operations

which could have

a 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 and

active TSFs

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 of 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

•

rising global

and national

inflation;

•

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;

•

shortages

or availability

of materials

used in production;

•

environmental

factors; and

•

pollution.

Our production costs

consist mainly

of materials

including reagents

and steel, labor, electricity,

specialized

service providers,

machine

hire,

security,

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.

The transitional arrangement regarding wage increases with the workforce at

FWGR when these

employees were incorporated into

DRDGOLD have now come to an end. A three-year

wage agreement was reached

with organized labor at FWGR in November

2021 and wage

negotiations

are currently

under

way at

the ERGO

operations

after the

extended

agreement

came to

an end

on June

30, 2022.

A new

wage

agreement

was concluded

after June

30, 2022.

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 reliance on Eskom’s grid through self-generation of power, for example through the

Solar Power project at

Ergo, 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

the

COVID-19

pandemic

and

potential new

variants could

impact

current

and

future

operations

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. The

national

state

of disaster

imposed

by the

South African

Government

ended on

April 4,

2022,

which reduced

the overall

risk related

to the

pandemic.

We continue to monitor

the risk related

to the COVID-19

pandemic and

have measures

in place to

react in the

case that the

COVID-19 pandemic

worsens.

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.

Uncertainties

regarding supply

chain

The

global

economic

environment,

geopolitical

tensions

well

inflationary

pressures

worldwide

have

highlighted

the

interdependencies

of supply

chains.

The risk

of dependency

on key

suppliers

requires

ongoing focus

and proactive

management.

The unavailability

of critical

material

such as

reagents

and critical

equipment

may affect

production

and operating

costs

resulting

in loss

of revenue.

Delays

in supplies,

freight costs

and higher

than inflationary

increases

for capital

equipment are

crucial elements

for new projects.

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

R517.7 million which is

included in

our

statement

of financial

position

as at

June 30,

2022

(Refer

to Item

18. ‘‘Financial

Statements

- Note

11 –

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 used to 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.

During fiscal

year 2022

changed the

method of

provision to

funds held

insurance products.

any

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. This is further impacted and expected to intensify with the

effects of climate change. 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 R14.7

billion, with a total loss limit

of R1 billion for Ergo and R650 million for FWGR

for the 2023 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

billion insurance cover is in

place for the

2023 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 on

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 2022 the

gold price reached

a high of U$2,070

per ounce

and a low of

U$1,684.

We benefited from

a sustained

high

gold price

due to slow

global economic

recovery,

economic uncertainty

and geopolitical

tensions.

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

sustained high gold price for fiscal 2022 after the highs experienced

in fiscal 2021.

The rand/dollar exchange

rate remained volatile throughout

fiscal 2022 mainly as a result

of economic uncertainty

and perceived political

instability,

increase of interest

rates by the US Federal Reserve

they attempt

to reduce

inflation,

global market

slowdown

sentiment,

Ukraine

conflict,

tensions

between the

USA and

China, low

economic

growth

and increased load shedding from Eskom as it struggles to keep up with demand., and a continually distressed Eskom. Further volatility

in the

Rand was fueled by Moody’s

upgrading of South Africa’s sovereign credit rating to stable after the rating was

downgraded to sub-investment

grade in fiscal

2021.

The factors

mentioned above

could put

negative pressure on

the price

gold or

the rand/dollar

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 Mineral Reserves

and Mineral Resources estimates.

Our Mineral Reserve and Mineral Resources figures described in this

document are the best estimates of our current management as

of the dates stated and are

reported in accordance with the requirements

of the SEC’s Regulation S-K (Subpart 1300). These

estimates may not

reflect actual Mineral Reserves and Mineral Resources or future production.

Should we encounter mineralization

or formations different from those

predicted by past drilling,

sampling and similar examinations,

reserve estimates

may have to be adjusted

and mining plans

may have to be altered

in a way that might ultimately

cause our 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

Mineral Reserves

and Mineral Resources,

particularly

those containing

relatively lower

grades of mineralization.

Under these circumstances,

would be required

to re-evaluate our Mineral

Reserves and Mineral

Resources.

Short-term operating

factors relating

to the ability to reclaim

our

Mineral Reserves,

at the required

rate, such

as an interruption

or reduction

in the supply

of electricity,

limited deposition

capacity or

a shortage

water may have

the effect that we

are unable to

achieve critical

mass, which may

render the recovery

of Mineral Reserve,

or parts of the

Mineral

Reserve

no longer

feasible,

which

could

negatively

affect

production

rate

and costs

and decrease

our profitability

during

any given

period.

Estimates

of Mineral Reserves

and Mineral Resources

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 in the past and

could

in the future result in reductions in our

Mineral Reserves

and Mineral

Resources 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 sustained

high unemployment

rate of

33.9% and 46.5%,

for 2022,

amongst the

youth has

increased

the risk

of social

unrest,

such as

protests and conflict, in 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, specifically,

in combating unemployment particularly

in the youth of the country.

This frustration was a contributing

factor that led to social unrest, people committing

crimes, vandalising

property, and damaging infrastructure

during July 2021. A prolonged economic downturn

could result in an extended period of high unemployment,

further exacerbating

anti-mining

sentiments

in South Africa.

Furthermore,

the rise

of ESG factors,

such as electricity

usage, social

unrest, social

license to

operate, climate

change,

water usage

and environmental

stewardship,

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,

although many

countries

around the

world are

currently

facing inflation

challenges.

As of June

30, 2022, the

annual Consumer

Price Inflation

Index (“

CPI

”),

stood at 7.4%

compared

to 4.9%

in June 2021 and 2.2%

in June 2020. Annual CPI was

7.5%

as at September 30, 2022. Inflation

in South Africa generally

results

in an

increase in our rand operational

costs.

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 and

pipelines,

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 and

steel has resulted

in theft

of copper

cables

and pipelines.

Our operations

experience

high incidents

of copper

cable

theft and

pipelines

despite

the implementation

of enhanced

security measures

which have increased

our security

spend. At times,

the incidences

have resulted

in serious injuries

of our security

personnel.

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. Loadshedding

has intensified

over the past

year.

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.

Eskom has

approached

the National

Energy Regulator

of South Africa

(“

NERSA

”) for a

32% increase

in tariffs

for 2023,

a request

that

has been met

by strong push

from business

and society.

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.

In February 2019,

the President of

South Africa announced the

vertical unbundling of Eskom

to improve efficiencies and

have an

independent

grid operator

and open

competition

for energy

generation

at lower

cost to

the consumer.

While full

state

ownership

will be

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 expected to be completed

by 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, our business operating results and

financial

condition may

be adversely

impacted.

Ergo is currently

developing a

Solar Power

Plant to reduce

its reliance

on Eskom and

to reduce

its future

cost of electricity

but we face

risks in the

development

of this plant

as such plant

may not be completed

within expected

timeframe or

budget and may

not reduce

our

dependence

on Eskom as

expected.

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

As a result

of climate

change,

our operations

are exposed

to severe weather

events that

has in the past

and 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, we

have experienced

an increase

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, 2022.

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

is a relatively

dry area and

predictions

are that

dry conditions

will escalate.

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. 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.

Risks related

to 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. Lack

communication between government and

regulators as

well as

ineffective

regulators remains

an issue that may increase

the cost of compliance

and obtaining permits.

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.

The MRE

Minister

confirmed

that they

will not appeal

the ruling.

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%

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 to

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 July 2022 which,

inter alia

, extends the compliance with these regulations

to three months following the fiscal

year end June

30, 2023.

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

on the Group.

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 draft explanatory memorandum of the Taxation

Laws Amendment Bill proposes that amendment to section 5(2) of

the Carbon

Tax

Act to provide

for the carbon

tax rate adjustment

by US$1, US$2

and US$3/

t CO2e for

2023, 2024 and

2025 tax period

ending on

December using the

average exchange rate as

defined in the Income

Tax

Act. The rate will

thereafter increase gradually to

US$20t CO2e in

2026 and at

least to US$30/t

CO2e in 2030.

Currently under phase

1 an amount

of R120/t CO2e

is levied.

Although the decarbonization

electricity as an

energy supply must

nevertheless be prioritized

by both the

country and industries

at large to

de-carbonize the economy,

the

increased proposed rates denominated to US Dollar is expected to have an adverse impact on business.

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. The

proposed amendment

will come

into operation

on March 31,

2023 and apply

in respect

of years of

assessment

ending on or

after that

date.

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

”) assesses 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

18% of Ergo’s

production

costs for

fiscal year

2022 (2021:

19%). As

of June

30, 2022,

our Ergo operations

provided full-time

employment

for 763 employees

while our main

service providers

deployed an

additional

1,677 employees

to our operations,

of whom approximately

85% are members

of trade unions

or employee

associations.

Labor costs

are significant

for FWGR, constituting

21% of FWGR’s production

costs for fiscal

year 2022 (2021:

20%). As of June

30,

2022, our FWGR

operations provided full-time employment for 152 employees while our

main service providers deployed an additional 339

employees to our operations,

of whom approximately

82% 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 March

2022 to

June 2022

there was

strike action

by staff

at the

Sibanye-Stillwater

gold mines

adjacent

to FWGR.

FWGR’s gold

bars are smelted

at Sibanye’s Driefontein

plant. This resulted

in Ergo having to smelt

FWGR gold on their behalf.

Such events at our operations

or at our reclamation

sites has

in the past

and could in

future 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),

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 share 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, is

a South

African domiciled company that

holds assets engaged

in 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 to

this reporting date

at 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 Ergo

Gold 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 final life design

The Brakpan/Withok TSF

final life design is the engineering

design that ultimately brings the

tailings storage facility to its finality

in terms of

extent, operation, rehabilitation

and management. The

implemented final design

would result in

alignments with the

Global Industry

Standard on Tailings Management (“

GISTM

”) and regulatory bodies, increase deposition

capacity, improve operation/management and bring

about the sustainable closure of the facility.

A legal review

of the existing

authorizations

was undertaken

for the final

life design

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.

Final designs for

the final stage

of the Brakpan/Withok TSF

are being reviewed,

in anticipation

of the DWAS approval.

The Ergo life

of mine has

been increased

to 19 years

and the Daggafontein

TSF classified

as a Mineral

Reserve.

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

involves 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

year 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

2025.

Although the Phase

1 upgrade of the Driefontein

2 Plant was essentially

complete by the end

of fiscal year 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 year

2021.

A new

thickener was

commissioned in November

2021.

The

conversion yielded

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

year 2021.

On average,

the plant resulted

in an additional

1.2kg of gold

per month

which would

otherwise

have been

lost due to

penalty refining

charges for

the copper

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 initially included 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.

The capital spent on final design work on the CPP, with the design work is also applicable to the

potential expansion of DP2 from to 1.2 Mt as

an alternative to CPP is currently being considered.

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

approximately 800

million tonnes.

Delays in

obtaining

regulatory approval

have

affected

the

previously

reported

expected dates of the construction.

The Sibanye-Stillwater Leeudoorn tailings storage facility

was evaluated as a viable interim alternative

the RTSF whilst regulatory approvals are obtained.

The Definitive Feasibility Study (“

DFS

”) for Phase 2 was completed in the 3rd

quarter of fiscal year 2021 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.

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 2027. 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.

We have

commenced final design work

on the CPP,

with the design work also

being applicable to the

potential expansion of DP2.

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

and since

then substantially

rehabilitated.

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 has arranged

its operations into two wholly

owned entities covering

their East Rand (east of Johannesburg)

and far West

Rand (far west of

Johannesburg) businesses. The East Rand operations are run

by Ergo

and the West

Rand operations by FWGR. A

detailed

overview of

the operations

is provided under

Item 4D. Property,

Plant and Equipment

and in the Technical

Report Summary

attached as exhibits

in this annual

report.

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

our operations.

We also aim

to align and overlap the interests of each of these capitals in such a manner that an investment in anyone 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.

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.

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 year

2020 and

fiscal year 2021.

Although the impact

of the

COVID-19 pandemic has

reduced and

gold prices have

marginally decreased,

the average gold price for

fiscal year 2022 remained

high due to continued economic

uncertainty as the

global economies

attempt to recover

from all the after

effects of COVID-19,

and deal with the

conflict in Ukraine

and rapidly rising

inflation. In

addition, we

were

impacted by

movements

in the exchange

rate of the

rand against

the dollar during

described

below.

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.

The average

gold spot price

decreased

by 1% from

$1,850 per

ounce to

$1,834 per

ounce during

fiscal year

2022 after

having increased

by 18% from $1,562

per ounce to $1,850 per ounce during the fiscal year 2021 and having increased

by 24% from $1,263

per ounce to $1,562

per ounce during

the fiscal year

2020.

As a

result,

the average

gold price

received

by us

in Rands

for fiscal

year 2022

decreased

by 3%

to R894,409

per kg compared

to the previous

year at

R917,996 per

kg and for

fiscal year

2021 increased

by 19% to R917,996

per kg compared

to the previous

year at

R768,675 per

kg. The

decrease

in the gold

price received

contributed

to a 3%

decrease

in our total revenue for

fiscal year 2022 amounting

to R5,118.5 million (2021: R5,269.0 million and 2020: R4,185.0 million). All our revenue is generated from our operations in South Africa.

Looking ahead

we believe

that the global

economic environment,

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.

Until April

11, 2022, all gold

we produce

was 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 sales price

was fixed at the London

afternoon fixed

dollar

price on

the day

the gold

was 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 up to

April 11, 2022,

the dollars

are also

sold on the

day the gold

is delivered

to the buyer.

After

April 11,

2022, gold

is sold

directly to South

African Bullion banks after

being refined to

the required purity

by Rand

Refinery.

The Group

recognizes

revenue from the sale

of gold at a point in time

when the gold is delivered

to the South African

Bullion bank on

an agreed upon date,

gold price

and exchange

rate.

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.

In exchange

for this

service,

we pay

Rand Refinery

a variable

refining fee

and administration

fees

and up to April

11, 2022, a fixed

marketing

charge.

We own 11.3% (fiscal year

2021 and 2020: 11.3%) of

Rand Refinery.

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,

2022 and

September

30, 2022 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 and

was subsequently

amended in September

2010.

It is

used an

instrument to achieve mutually symbiotic sustainable growth and broad

based and meaningful transformation of the

mining and

mineral industry.

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

by women in

the mining

industry, each

within five

years from

May 1, 2004.

Compliance

with these

objectives is

measured

on the weighted

average “scorecard”

approach in

accordance

with a scorecard

which was

first published

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 in

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.

On November

23, 2021,

the MRE

Minister

confirmed

that the

MRE Minister

will not

appeal

the ruling

made by

the High

Court of

South

Africa.

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 2022,

we contributed

approximately

R5.9 million

under the

COID Act

(2021: R4.3

million

and 2020: R3.7

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. This can be done through the use of rehabilitation trusts or through financial

guarantees issued to the DMRE. During

fiscal year

2022,

a change

in method

was decided

upon as providing

for environmental

rehabilitation

from funding

in a specific

rehabilitation

trust

to financial

guarantees

which is an

allowed method

in terms

of the National

Environmental

Management Act.

The financial

guarantees

are issued

through approved

insurance

products

from Guardrisk

Insurance

Company Limited

(“

GICL

”).

All the

required

approvals

for the

change in

method

and transfer

of the rehabilitation

trust funds

were obtained

from the

DMRE and a

thorough consideration

of tax and

legal impacts

were completed

prior to the funds being

transferred

to GICL directly from

the rehabilitation

trust where the

funds were previously

held. As of June 30, 2022,

held

total of

R589.8 million

(2021: R87.5

million) in

funds held

insurance instruments after

the

transfer,

R579.5

million from

the

rehabilitation

trusts

was completed.

As at

June 30,

2022 guarantees

amounting

to R614.0

million

(2021:

R430.1

million)

were

issued

to the

DMRE.

As of June

30, 2022, subsequent

to the transfer

to GICL, the

balance in

the rehabilitation

trust was

R nil (2021:

R564.7 million).

The provision

for environmental

rehabilitation

for the group was

R517.7 million

at June 30, 2022,

compared to

R570.8 million

at June

30, 2021.

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 R0.0 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 methods

for 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,

2022

and

September 30,

2022 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

Mineral Reserves

and Mineral

Resources summary

disclosures

Previously mining property disclosures

were reported in accordance with the requirements of the SEC’s Industry Guide 7.

The SEC

adopted amendments

to modernize

the property

disclosure

requirements

for mining

registrants,

and related

guidance.

The amendments

consolidate

the SEC’s mining property disclosure requirements

by relocating them to a new subpart of Regulation S-K 1300 (Subpart

1300) (“

S-K 1300

”).

These amendments closely align disclosure requirements

to current industry and global regulatory practices and standards as embodied by the

Committee for

Reserves International

Reporting Standards

(“

CRIRSCO

”). The amendments

were effective

for the first fiscal

year beginning on

or after January 1,

2021. We

have therefore adopted the new amendments in

this Annual Report and

going forward. The new

rules require a

registrant to obtain a dated and Technical Report Summary or Summaries (“

TRSs

”) from the qualified person or persons, which identifies

and

summarizes the information reviewed and conclusions reached by each qualified person about the registrant’s Mineral Resources and Mineral

Reserves

determined

to be on each

material

property. Key changes

in the amendments

include the

following:

●

The reporting

of Mineral

Resources and

not only Mineral

Reserves. This

is therefore

the first time

that we report

on Mineral Resources

and no comparatives

are provided

●

Statement

of Mineral

Resources exclusive

of Mineral

Reserves

●

Removal

of the

requirement

to use

a three-year

historical

gold price

to use

in determining

Mineral

Reserves,

but rather

that of

a reasonable

and justifiable

gold price

●

Application

of modifying

factors in

indicated

or measured

Mineral Resources

in order to

convert them

to Mineral

Reserves

The financial and technical assumptions

underlying the Mineral Resources

and Mineral Reserves estimations

contained in this report

and in the

TRSs included as exhibits in this

report are current as at

June 30, 2022, the

period covered by each of

the respective reports. Such

assumptions rely on various

factors that may change after the reporting

period, including as a result

of operational reviews which

the Company

undertakes

from time to time

and when necessary.

The TRSs which

are filed as exhibits

to this report

in accordance

with Item 601(86)

and Item

1300 of Regulation

S-K have been

prepared by

the Qualified

Persons named

therein'.

In South

Africa,

we are

legally

required

to publicly

report

Mineral

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.

South Africa

is a

member of

CRIRSCO.

The following information is detailed for material properties of the Companies in Item 4D:

●

History of operations

●

Overview of operations

●

Properties and location

●

Geology

●

Mining method

●

Mineral Processing and Recovery Methods

●

Infrastructure

●

Exploration

●

Environmental

and Closure

Aspects

●

Water usage and reduction in use of potable water

●

Water pollution

●

Environmental rehabilitation closure providing and funding

●

Legal aspects and permitting

●

Production

●

Capital Expenditure

●

Mineral Reserves and Mineral Resources Estimation

History of operations

For a detailed review of the history of the operations, refer to Item 4A. History and development of the Company.

Overview of operations

DRDGOLD owns 100% of Ergo

and 100% of FWGR. Both are surface

tailings retreatment

operations producing

gold. Ergo operates

across central

and east Johannesburg,

within the Gauteng

Province and

FWGR in Carletonville

on the far West Rand

of the Gauteng

Province. 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.

On July 31,

2018, DRDGOLD

acquired

WRTRP

Assets,

which

are

surface

gold

processing assets

and

tailing

storage

facilities associated

with

Sibanye-Stillwater’s WRTRP,

and

subsequently

renamed it

FWGR.

DRDGOLD also owns 100% ERPM. In December 2018, ERPM concluded

revised agreements to dispose

certain of its underground

assets to

OroTree Limited

(“OroTree”) which

included the

disposal of

ERPM’s underground

mining and

prospecting

rights. Underground

mining

infrastructure

was not sold.

ERPM’s underground

gold mining

infrastructure

is under care

and maintenance.

At June

30, 2022, Ergo

employed

763 full-time

employees.

In addition,

specialist

service providers

deployed a

further 1,677

employees

to our operations

bringing the

total number

of in-house and

outsourced

employees to

2,440 at June

30, 2022 (at

June 30, 2021:

2,266

;

at June 30,

2020:

2,155

)

At June

30, 2022,

FWGR employed 152

full-time employees. In addition, specialist service providers deployed

a further

339

employees

to our operations

bringing the

total number

of in-house

and outsourced

employees

to 491.

Below is geographical representation of the location on Ergo and FWGR within South Africa:

Properties and location

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.The Crown

Mines plant

and sites

were closed

down in March

2017 and rehabilitated.

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, 2022 and

September 30, 2022, no material

encumbrances

exist on Ergo's

property.

As of June

30, 2022, the

net book value

of Ergo’s mining assets

was R1,707.0

million (2021:

R 1,427.8

million).

Below is

a geographical

representation

of the location

of individual

material

properties

of Ergo:

Below is a geographical representation of the location of individual material properties of FWGR:

FWGR’s assets

consists of

the currently operational

Driefontein 2 plant

(“

DP2

”), Driefontein 3

plant (“

DP3

”), Driefontein 4

TSF

which is

a current

active tailings

deposition facility,

pilot plant,

which is

a moveable

LogiProc pilot

plant established

to test

the processes,

techniques and assumptions made

in the definitive level

design of the

full scale retreatment

of dumps.

FWGR currently own six

tailings storage

facilities on the West Rand between Roodepoort and Carletonville, approximately 70km South West

of Johannesburg (Figure A).

There are an

additional four

TSFs which will

be transferred from

Sibanye-Stillwater to

FWGR once no

longer required by

the existing

operations (Available

TSFs). These are

Driefontein 1,

and 2, Kloof

2 and

Leeudoorn. Numerous

other TSFs

are potentially available

in the

area for future reclamation. FWGR also owns land

on which the Central Processing Plant (“

CPP”

) and RTSF and

the return water dam were

originally planned to be built.

As of June

30, 2022, and

September 30, 2022, no material

encumbrances

exist on FWGR's

property.

At June 30, 2022,

the net book value of FWGR’s mining assets was R1,340.6 million (2021:

R1,341.3 million).

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, 2022,

and September 30, 2022,

no encumbrances

exist on ERPM's

property.

At June

30, 2022,

the net book

value of ERPM’s

mining assets

was zero (2021:

zero).

Geology

DRDGOLD’s

surface deposits

are the

residue (“

tailings

”) of

the mining

and metallurgical

process recovery

of gold

and uranium

ores of the gold bearing

late Archaean (2.7Ga to

3.2Ga) Witwatersrand sedimentary basin. The Witwatersrand Basin is

the largest gold bearing

metallogenic province

globally and

is unconformably

overlain by units

of the

Ventersdorp

Supergroup (~2.7Ga),

the Transvaal

Supergroup

(~2.6Ga), and the Karoo Supergroup (~280Ma).

The deposits

consist of

gold, uranium

and sulphur-bearing

sand dumps

and slimes

dams, and

the composition

reflects the

major

constituents of the

Witwatersrand Basin: quartz

(70%-80%), mica

(10%), chlorite

and chloritoid

(9%-18%) and

pyrite (1%-2%).

Gold, uranium,

zirconium and chromium may be minor constituents averaging <100ppm each.

Deposits possess characteristics, determined by the geometry,

material source and processing plants in which the original ores were processed.

Mining method

Material processed by

Ergo is sourced from

surface sources namely, sand and

slime and are

reclaimed separately. FWGR only source

is slime.

No selective mining takes place on a dump with the entire TSF being processed. This is due to the following:

●

No place exists on mining sites to dump below cut-off grade material;

●

The mining method is not conducive to selective mining; and

●

The

operation

also

rehabilitation

exercise,

and

all

mineralized

material

must

removed

from

the

site,

and

is,

therefore,

economically beneficial to process all material, even low-grade material.

TSFs

are

mined

through

hydro-mining

using

high-pressure

jets

water

dislodge

tailings

material

move

sediment

for

transportation as

a slurry

to processing

plants. The

hydro-mining removes

the tailings

material from the

top of

a TSF

to the

natural ground

level in 15m layers. Hydraulic

mining provides slurry feedstock to

the plants continuously. Ergo also uses mechanical

front end loaders to load

slimes/sand material. Material is re-pulped with water and pumped to the plants.

Mineral Processing and Recovery Methods

Our metallurgical plants use carbon-in-leach (“

CIL

”) metallurgical processes to recover gold from slurry.

The

surface

sources

have

generally

undergone

complex

depositional

history

resulting

grade

variations

associated

with

improvements in plant

recovery over the

period the material

was deposited. At

Ergo, our two

gold producing metallurgical

plants, Ergo

and

Knights

have

installed

capacity

treat

approximately

million

tons

material

per

year

based

92%

availability

and

are

fully

operational. All of the plants

have undergone

various modifications

during recent

years resulting

in significant

changes to the

processing

circuits.

The City Deep plant

continues to operate

as a pump/milling

station feeding

the metallurgical

plants. At FWGR, DP2 has a

installed capacity to

treat approximately 7.2 million tons of material per year.

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

waste on the

Brakpan/Withok TSF. The

Knights plant

has an

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.

Driefontein 2 Plant:

Recommissioned

in fiscal year 2019, this surface/underground

plant was refurbished

and modifications

made to

the milling

and cyclone

circuit to

ensure the

production

of a finer

grind for gold

liberation.

Infrastructure

The hydro-mining, reprocessing

and re-deposition of

tailings material requires

a network of

pipes. Slurry pipelines

will be needed

from

the

hydro-mining

sites at

the

TSFs

the plants

and tailings

pipelines

from

the plants

to the

respective

depositional

facilities. High

pressure water pipelines are necessary to supply the mining operations while separate low-pressure water pipes are

needed for returning water

to the plants from return water dams at the various TSFs. These have all been adequately designed and included in the LoM planning.

Ergo currently uses the Brakpan/Withok tailings facility as deposition facility, and FWGR, the Driefontein 4 TSF. Ergo

requires the

implementation of the final design of the Brakpan/Withok

TSF to receive an additional 800Mt in order to deliver into its life of mine. FWGR

requires the RTSF

to ensure adequate

storage facilities for

the long-term deposition

of all tailings

arising from FWGR

operations. It will

built on Transvaal Supergroup lithology (Figure D), to mitigate any risk of

dolomite related sink holes. The design and cost estimate

caters for

a storage capacity of 800Mt and a potential disposal rate of up to 3.0Mtpm.

We are seeking

to obtain the last regulatory approval for

the final life design of the Brakpan/Withok

TSF. Designs

for the final life

stage of the TSF are being reviewed. The

permitting for the RTSF has

been approved based on the initial design with a

geomembrane barrier

and FWGR

are pursuing

approval for

the more

recent scavenger

well design.

FWGR have

reached an

in-principle agreement

with Sibanye

Gold to co-deposit tailings on the Leeudoorn TSF.

This will allow FWGR to increase production to 750ktpm for an interim period

while also

mitigating against the risk of an interruption to the planned production in the event that the approval sought for the RTSF is delayed.

Both operations obtain

their power ultimately

from the

Eskom grid and

therefore are currently

exposed to

the material

risks associated

with Eskom. Ergo operations receive power

from several substations and mining

sites are supplied power

via several separate feeds. Currently,

the Ergo

plant demands

peaks at

18MVa

and the

Brakpan/Withok Tailings

Storage facility

at 8MVa.

Ergo operates

24-7-365 and

the plant

receives power at 6.6KV via Eskom’s 88KV Vlakfontein distribution. At FWGR, power is currently supplied from

Eskom’s 132kV and 44kV

grid to various Sibanye owned gold mines in the vicinity

of FWGR’s operations. The power requirement of FWGR remains within the current

surplus capacity of the Driefontein and Kloof mining complexes.

Exploration

Exploration and development

activity at Ergo involves

the drilling of surface

dumps and evaluating the potential

gold bearing surface

material in

the determination

of its Mineral

Resources and

Mineral Reserves.

These exploration

programmes

comprise:

●

surveying to determine physical dimensions and volumes;

●

auger or reverse circulation drilling programs to permit sampling for gold content and mapping of the gold distribution;

●

metallurgical and flow sheet development test work; and

●

tailings toxicity tests and specific gravity determination.

Environmental

and Closure

Aspects

In accordance

with South

African mining

legislation,

all mining

companies

are required

to rehabilitate

the land on

which they

work to a

determined

standard

for alternative

use. DRDGOLD’s

business

involves

the reclamation

of previously

discarded

material

deposited,

in many

cases,

by other companies,

most of which

are no longer

in business.

As a result

we deal with

legacy environmental

issues.

Before we

embark on

new mining

projects, we

undertake an

environmental authorization process which is

performed by

external

consulting specialists

that conduct detailed specialist studies, an environmental

impact assessment and environmental management

programme

(“EMP”)

for the

management

of these

projects.

These reports

are discussed

and reviewed

by our stakeholders

through an

open public

participation

process. Through this process, we are

able to identify,

address and minimize the effects of

our activities on the

environment and identify and

mitigate

the potential

impacts

our activities

may have

on surrounding

communities

and the

receiving

environment.

Our environmental

management

systems and

policies

have been

designed

in compliance

with South

Africa’s National

Environmental

Management

Act 107 of

1998 and

associated

regulations. Internal and

external environmental audits

are performed

annually and

recorded in

database to

ensure compliance. Our

EMP

encompasses

all the activities

of our operations

and assesses

the environmental

impacts of mining

at reclamation

sites, plants

and tailings

storage

facilities.

It also outlines

the closure

process,

including financial

provisions.

Ergo,

environmental management and

compliance is

further assisted

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. At Ergo the monitoring

system incorporates

existing EMPs and

water use licenses.

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.

The Group actively manages

and monitors the consumption

of natural resources

(including potable water

and energy) at monthly and

weekly meetings.

This entails the analysis

of trends to identify excess

use and discuss various

focus areas to ensure

responsible natural

resource

usage. The major environmental risks are associated with dust

from various reclamation sites, and effective management of relocated process

material

on certain

tailings

dams. At Ergo,

Municipal

infrastructure

as well as

commercial

and residential

developments

have encroached

towards

the Ergo operation.

The impact

of nuisance

dust fallout

on the surrounding

environment

and community

is addressed

through a comprehensive

monitoring

network including

appropriate

community involvement.

The monitoring

reports are

sent to regulators,

municipalities,

and interested

and affected

parties.

For a residential

zoned monitoring

bucket, an

exceedance

is defined

as above the

dust limit

of 600mg/m

/day. For a non-residential

zoned

monitoring bucket,

an exceedance

is defined

as above the

dust limit

of 1200mg/m

/day.

Mitigation

measures include

environmentally

friendly dust

suppressants

applied to

high impact

areas, active

wetting of access

roads by

water bowsers, and a network of high velocity sprayers on our active TSFs. 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.

Water usage and reduction in use of potable water

The primary

uses for

water are in

the plants

and hydro-mining for

the various

TSFs. Ergo

constructed a central

water reticulation

plant in 2017 to

give it the ability

to deliver water to

all corners of the

operation and return it

through a fully integrated

closed system.

Between

60%- 70% of all

process water make up

at Ergo is drawn

from the Brakpan/Withok

TSF to various reclamation sites

by way of return

water

columns. Another 15%-20% water is drawn from lakes and dams in the region in terms of the

requisite extraction licenses. A further 6%-11%

process

water

top

needs

are

from

treated

underground

acid

mine

drainage

(“

AMD

”)

drawn

from

Trans-Caledon

Tunnel

Authority

(“

TCTA

”). DRDGOLD has the right to use up to 30 Ml of AMD water per day. Less than 1% of water is drawn from a wastewater treatment

facility.

Potable water is

used only

where the

sensitivity of

equipment requires

it and

for certain early

stages of

irrigation to settle

in newly

established vegetation on TSFs.

At FWGR, all water

harvested from Driefontein 4

TSF is used. This

amounts to approximately 54%

of process

water requirements.

The balance is

made up

from underground

mine dewatering. Water

use licenses are

available for

the pumping of

water

from underground

workings at Kloof

10 shaft

and Driefontein

10 shaft, and

the consumption

planned from these

shafts will

not exceed

the

pumping rates approved in the respective WULs. Potable water consumption is limited to drinking and change houses and flocculant make

for usage in the plant.

Water

pollution

A closed

water system

is designed

to avoid

having to

treat water

or having

to discharge

into surface

water courses.

Overflows of

return water dams may,

depending on their location, pollute

surrounding streams and wetlands. Ergo and FWGR have 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. Any water discharge is contained through paddocks on

reclaimed sites, storm water run-off and

water systems that pump rain or excess water

into the system. Another possible source water discharge is attributed

mainly to compromised or

aging pipes

that may

cause leaks.

An external

expert continuously

monitors pipelines

to timeously

identify water

leaks to

minimize water

seepages. A comprehensive maintenance plan is in place for replace compromised pipelines.

ERPM acid mine drainage

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 appointed

TCTA

construct a

partial treatment

plant

(neutralisation plant)

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 AMD,

a day, from TCTA at cost, in order to reduce Ergo’s reliance

on potable water

for mining and processing

purposes.

Refer Item

18. ‘‘Financial Statements -

Note 26.2

Contingent liability for environmental rehabilitation” for disclosures on potential pollution

impact on

ground water

through seepage

Environmental rehabilitation closure providing and funding

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,

2022 is approximately

R414.4 million.

As at June 30,

2022, a total

of R132.8 million

(2021: R62.7

million) is

held

in insurance

instruments

in the

Guardrisk

Cell Captive,

as security

for financial

guarantees

issued for

rehabilitation

costs. As

at June

30, 2022,

after

the change in method for providing

for rehabilitation

and subsequently

the rehabilitation

funds were transferred

to the Guardrisk Cell Captive,

total of

R0.0 million

(2021: R127.2

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.

We have estimated that the total cost for FWGR, in current

monetary terms as at June 30, 2022 is approximately

R93.9 million (June

30, 2021: R116.4 million).

As at June 30, 2022, a total

of R444.1 million

(2021: R0.0 million)

is held in insurance

instruments in the

Guardrisk

Cell Captive,

as security for

financial

guarantees

issued for rehabilitation

costs. As at

June 30, 2022, after

the change in

method for providing

for

rehabilitation and subsequently the rehabilitation funds were transferred to the

Guardrisk Cell Captive, a

total of

R0.0 million (2021: R425.1

million) is

held in the

Ergo Rehabilitation

Trust Fund.

We have estimated that as at June 30, 2022 the present discounted

value of the total cost of rehabilitation

for ERPM is approximately

R9.3 million (2021: R8.6 million).

A total of R0.0 million (2021: R12.4

million) is held in the Ergo Rehabilitation

Trust Fund

for the benefit of

ERPM and R51.6

million (2021:

R24.8 million)

is held in

insurance

instruments

and is available

for the settlement

of these rehabilitation

costs.

Legal aspects and permitting

Mining Rights

and Prospecting

Rights held

are listed

under the

Ergo Mining

Proprietary

Limited subsidiary.

DRDGOLD

has numerous

Surface, Mining

and Prospecting

Rights and ownership

of the surface

rights and mine

dumps vests in

various legal

entities.

Ergo is one of only a

few surface operators that holds Mining Rights under the MPRDA over a large portion of its reserves. The provisions of the MPRDA, and the

definition

of ‘mineral’

had inadvertently

created

a gap

in the

Act placing

the ‘minerals’

in certain

TSFs beyond

the regulatory

reach of

the MPRDA

and limiting its competency to

issue rights upon application. However, in

terms of the

transitional arrangements of the MPRDA, which were

peremptory upon the DMRE

in the event that the petitioner

met the conditions for conversion

from ‘old order’ to ‘new

order’, Ergo was able to

convert its

old

order rights,

thus extending

its “license

mine” into

the dispensation introduced

by the

MPRDA. Ergo

has also

submitted

applications to renew

all its Mining and Prospecting

Rights with the DMRE. The

current Mining and Prospecting

Rights have expired (with

the

exception of 7L4 TSF) but remain in force

until such time that the renewal applications

have been granted or refused by the DMRE. Water use

licenses are

applied for

as and when

required to

remain compliant

with relevant

legislation.

Ergo complies

with all the

conditions for

renewal and

has no reason

to believe that

the submitted

renewals would

not be granted.

Ergo is in constant

communication

with the DMRE and

is submitting

the required

information

as per their

requests

to finalize

these renewal

applications.

The Mineral Resources and

Mineral Reserves held by

FWGR were acquired from

Sibanye Gold Limited, a

subsidiary of Sibanye-

Stillwater

Limited, in

a transaction

in which

common law

ownership

was established

over the

various TSFs

containing

the said

Mineral

Resources

and Mineral

Reserves,

and control

was established

by Sibanye-Stillwater

over DRDGOLD.

FWGR conducts

its activities

inter alia

in accordance

with Environmental

Approvals

(“

EAs

”) 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 of which

FWGR operates,

pending the transfer

to FWGR

of those that

are transferable.

FWGR entered into

a smelting agreement

with Sibanye-Stillwater to

smelt and recover

gold from gold

loaded carbon produced

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. Up

to April

11, 2022,

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. After April 11, 2022, FWGR

continued

to engage Ergo Mining Proprietary Limited, to act as its agent and representative to sell gold directly to the

South African Bullion banks. This

agreement is expected

to be in

place until FWGR

obtains its own

precious metals beneficiation

license and its

own depository account

with

Rand Refinery.

DRDGOLD and its

subsidiaries own the

rights to

some of

the properties where the

Mineral Resources are located.

In other

cases,

agreements are

in place with the landowners

to mine the dump material

and rehabilitate

the land for other uses.

The details of the related

surface

rights are

not material

for the purpose

of this report.

The necessary

agreements

are in place

for all properties

in the LoM plan.

Impediments on rights to mine

Grootvlei Complex

Ergo has submitted

a renewal application

of its prospecting

rights over

Grootvlei

dumps 6L16,

6L17 and 6L17A

to the DMRE.

During

the 2022 financial year, an external party raised a conflicting claim of common law ownership of 6L16, 6L17 and 6L17A TSFs. Although the

claim was based on common

law ownership and

no attempt has been

made to set aside

the prospecting

rights over the TSFs,

the Grootvlei

TSFs

have been

excluded from

the Mineral

Reserves statement

and the Life-of-Mine

(LoM) plan

but included

in the Mineral

Resources

statement.

Marievale Complex

Ergo acquired the 7L5,

7L6 and 7L7 TSFs in terms

of a written notarial executed

deed of sale during 2019 and

took possession

of the

TSFs on 8 April 2019. It has since also obtained the requisite National

Environmental Management

Act, 1998 (Act No. 107 of 1998) (NEMA)

regulatory approvals

to retreat the said TSFs. During

the 2022 financial year, the owner

of the land on which 7L5, 7L6 and 7L7 are situated,

estimated 36,524t

out of the total 54,114t comprising

the Marievale cluster,

notified Ergo that in its view, the said TSFs

had acceded to the land

and that it

had become

the owner

of the TSFs.

Ergo disputes

the claim

of legal title

and the matter

is to be referred

to arbitration.

All ownership requirements

were met when the TSFs

were purchased by Ergo

and therefore

the TSFs are still

included in the Mineral

Reserves.

Whilst Ergo

has received

confident

legal advice

on the merits

of its claim,

in the event

that the arbitration

goes against

Ergo, its Mineral

Reserves

will reduce

by 35.52Mt

(0.35Moz

at 0.29g/t).

Inasmuch

as it

then enters

into a

commercial

arrangement

with the

land-owner,

the financial

benefit of

this portion

of the Marievale

cluster will

be reduced

by whatever

benefit is agreed

to in favor

of the land-owner.

Ergo has

a submitted

renewal

application

to the

DMRE for

the prospecting

rights it

holds over

7L4 TSF. The

entity (who

holds common

law ownership

rights over

the land on which

the TSF is

��

situated and

the TSF itself)

has agreed

to relinquish

ownership in

favor of Ergo,

provided

that Ergo undertakes

to:

●

make a notional

amount payment;

●

suitably remove

the TSF; and

●

rehabilitate

the land.

A draft contract

stipulating

the terms

of such agreement

is awaiting

final signature.

Below is a graphical representation of the permits and licenses held within the Group:

Production

Ergo

For fiscal year 2022, production

decreased to 133,618.0

ounces from 137,059.0 ounces

in fiscal year 2021 mainly due to

the volume

throughput

that decreased

from 23.0Mt

to 22.1Mt

as a result

of increased

rainfall experienced

in fiscal

year 2022 in

comparison

to previous

years.

The impact

of this decrease

was offset by

the increase

in the average yield from 0.186g/t in fiscal year 2021 to 0.188g/t in fiscal year 2022.

Cash operating costs increased

by $198.0 per ounce, or 16.0%, from $1,272.0 per ounce in fiscal year 2021 to $1,470.0 per ounce in

fiscal year

2022 mainly

due to the

above inflationary

increases

in the costs

of key consumables,

diesel, steel

and cyanide.

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

2022

2021

Production (imperial)

Ore milled ('000 tons)

22,111

22,952

Recovered grade (oz/ton)

0.006

Gold produced (ounces)

133,618

137,059

Results of Operations

Revenue (R million)

3,704.9

3,943.0

Cost of sales (R million)

3,141.8

2,871.0

Cash operating costs (R million)

3,009.8

2,666.5

Cash operating costs (R/kilogram)

718,676

629,585

All-in sustaining costs (R/kilogram)

826,891

704,503

All-in cost (R/kilogram)

848,683

717,755

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

For fiscal

year 2022,

production increased to

50,284 ounces

from 46,940

ounces produced

fiscal year

2021. Although

volume

throughput decreased

from 6.2Mt in

fiscal year

2021 to 6.1Mt in

fiscal 2022,

this was offset

by an increase

average yield form 0.237g/t in fiscal

year 2021 to 0.257g/t in fiscal year 2022.

Cash operating

costs increased

by $38 per ounce,

or 7%, from

$558 per ounce

in fiscal year

2021 to $596 per

ounce in fiscal

year 2022

mainly due

to an above

inflationary

increases

in the costs

of key consumables,

diesel, steel

and cyanide.

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

2022

2021

Production (imperial)

Ore milled ('000 tons)

6,078

6,159

Recovered grade (oz/ton)

0.008

Gold produced (ounces)

50,284

46,940

Results of Operations

Revenue (R million)

1,413.6

1,326.0

Cost of sales (R million)

592.1

517.2

Cash operating costs (R million)

454.0

406.2

Cash operating costs (R/kilogram)

291,302

276,174

All-in sustaining costs (R/kilogram)

396,762

377,210

All-in cost (R/kilogram)

422,540

400,829

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.”

Licenses to Operate

All

the

licenses,

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 licensed,

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.

Capital Expenditure

Ergo

For a

discussion of capital

expenditures in fiscal

years 2020,

2021 and

2022, see

"Item 5.A.

Operating and Financial

Review and

Prospects—Capital

expenditure".

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.

Advance planning

is underway

for the

implementation

of the final

life design

of the

Brakpan/Withok

TSF to

accommodate

higher grade

resources

in the area

east of the

of the

Ergo Plant and

further extend

the life

of mine of

Ergo.

During fiscal

year 2022

capital was

expended to

commence

with the development

of a solar

power project,

to reduce

Ergo’s reliance

the Eskom

grid and

reduce

its carbon

footprint.

A large

percentage

of the

planned

capital

expenditure

in fiscal

year 2023

will be

applied

to complete

the first

phase of the

project. The

project is

expected to

be completed

in FY2024.

FWGR

FWGR appointed an engineering consulting company to undertake the

definitive feasibility study and detailed design for the Phase

2 project.

The available

information was

independently reviewed

by an

external consultant,

Sound Mining

Solution (Pty)Ltd.

The project

includes the construction of a new CPP with a capacity of between 1.2 Mtpm to 2.4 Mtpm 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 up

to 3 Mtpm

to a capacity

of approximately 800Mt.

The definitive feasibility

study was concluded

in the fiscal

2021 year and

subject to

obtaining regulatory

approvals on

the amended

design of

the RTSF.

During the

current year,

management considered

alternative

plans

should

the

RTSF

delayed

further,

based

information

hand.

The

Sibanye-Stillwater

Leeudoorn

tailings

storage

facility

was

evaluated as a viable interim alternative to the RTSF

whilst regulatory approvals are obtained. Furthermore, the expansion of DP2 to a 1.2Mt

processing capacity per month has been planned.

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.

Mineral Reserves and Mineral Resources Estimation

Mineral Resources

are estimates

that contain

inherent risk

and uncertainties

and depend

upon geological

interpretations and

data

statistics drawn from

drilling and sampling

programmes, which may prove

to be unreliable.

For detailed description of

risks associated with

the Company’s material properties, refer to Item 3D: Risk Factors.

Mineral

Resources consist

of sand

dumps,

slimes dams

and silted

‘vlei’ areas

and dams.

Before dumps

are included

as Mineral

Resources, they are evaluated by drilling and an initial assessment is completed by the Qualified Person.

With respect to the Mineral Resources

and Mineral Reserves, drilling takes place

on a predetermined grid to

ascertain the average grade

(grade

model), moisture, expected

extraction factors and ultimate

financial viability before mining

begins. Sampling is done

subject quality control

and assurance as prescribed.

Estimation methods vary depending on data distribution and statistics.

A block model is generated and used to evaluate

the potential

for inclusion into a

mine plan. The applied Mineral

Resource classification is a

function of the confidence

of the entire process

from surveying,

drilling, sampling, assaying, geological understanding and/or geostatistical relationships. Mineral Resources is reported

in situ

Both Mineral Resources and

Mineral Reserves are determined

by the average grade

of a TSF which

must be above or equal

to a plant

feed cut-off

grade. A cut-off

is also determined

per complex or

cluster. A

TSF may report

an average gold

grade below a

cut-off, but

when

included in a

complex, the total complex

could be above the

cut-off. The assumptions

on a Mineral Resource

cut-off include

working costs,

the average plant recovery, the expected residue grade, the required yield based on working cost and gold price, and are presented below:

Ergo

FWGR

Cut-off assumptions

Gold price (R)

914 294

Working cost (R/tonne)

90.86

85.23

Plant recovery (%)

40.87

53.55

Mine call factor (%)

100

Cut-off grade (g/t)

0.24

0.15

The Mineral Resource estimates for all the TSFs and a sand dump are declared as follows:

●

The point of reference is in-situ. The TSFs or sand dumps themselves are the reference points;

●

No geological or other losses were applied as all material is accessible and there are no geological structures;

●

Mineral Resource Estimates are stated as both inclusive and exclusive of Mineral Reserves as defined in S-K 1300; and

●

Mineral Resources are 100% attributable to DRDGOLD.

Mineral Reserves

The Mineral Reserves were

prepared in accordance with

the requirements of

S-K 1300, and the

economic viability thereof performed

at a minimum prefeasibility study

level. Modifying factors like dilution

or mining losses bare not

applied for the Mineral Reserve

estimation

because the

TSFs are re-mined

and re-processed in

their entirety.

All other

modifying factors are

reflected in the

mine design and

all of the

associated technical aspects that informed the capital and operating cost

estimates. Mineral Reserve is reported as delivered to the processing

plants.

As material is

removed for

retreatment, the Mineral

Resources and Mineral

Reserves for each

operation are

adjusted accordingly.

Continuous checks of modifying factors and

ongoing surveys are conducted to

monitor the rate of depletion and the

accuracy of factors used

in conversion.

Mineral Reserves changed in

the past

two fiscal

years as follows:

●

Mineral Reserves increased from 5.35

million ounces at

June 30,

2021, to

6.04 million ounces at

June 30,

2022, mainly

because of

Ergo’s

Daggafontein TSF

being reclassified

to a

Mineral Reserve

which was

in part

offset through

ongoing

mining

activities. This

is despite

the

Grootvlei

dumps being

classified from

a Mineral

Reserve.

Ergo

also

classified a

number

its

dumps

from

Probable

Mineral

Reserve

Proven

Mineral

Reserve,

notably

the

Rooikraal

TSF,

0.47Moz(56.76Mt@0.26g/t). Grootvlei Complex

has been excluded from

the life of mine

and has been classified

from a

Mineral Reserve to a Mineral Resource due to land claims.

●

Mineral Reserves 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.

The life-of-mine

for Ergo

based on

Proven and

Probable Mineral

Reserves S-K

1300 as

at June 30, 2022,

was 19

years (June 30,

2021:

13 years).

The life

of mine

for FWGR

based on Proven

and Probable

Mineral Reserves

under S-K

1300 as

at June

30, 2022

was 20 years

(June 30,

2021: 18 years).

The year on year Mineral Reserve reconciliation is shown below:

Tonnes

(Mt)

Grade Au

(g/t)

Ounces

(Moz)

Mineral Reserves as at June 30, 2021

518.10

0.32

5.35

Depletion of Mineral Reserves – Ergo

(20.48)

0.33

(0.22)

Survey adjustments - Ergo

(2.94)

0.20

(0.01)

Addition of Daggafontein TSF - Ergo

192.79

0.24

1.49

Addition of Various dumps

- Ergo

6.72

0.24

0.06

Exclusion of Grootvlei Dumps – 6L16, 6L17 and 6L17A -Ergo

(66.04)

0.26

(0.55)

Depletion of Mineral Reserves – FWGR

(5.77)

0.45

(0.08)

Mineral Reserves at June 30, 2022

622.37

0.30

6.04

The figures contained in

the table are rounded,

which may result in minor

computational discrepancies which are

not deemed

to be significant. Depletion based on block model surveys

Gold Price

Assumptions

The estimation of Mineral Reserves

and Mineral Resources requires the

economic assessment to demonstrate reasonable

prospects

for economic

extraction. Assumptions

in the

economic assessment

includes a

gold price.

The Company

has estimated

gold price

based on

consensus forecasts obtained

from various sources

which provided a

range as of

June 30, 2022.

The lowest range

of these forecasts

was selected

to take into account the

volatility experienced in the current

global economic conditions. As

of June 30, 2021,

the three-year average gold

price

was used in accordance with Industry Guide 7 for the estimation of Mineral Reserves.

Year ended

June 30, 2022

Gold price

Rand gold price per kilogram

914,294

Dollar gold price per ounce

1,823

ZAR/USD rate

15.60

Year ended

June 30, 2021

Three-year average

gold price

Rand gold price per kilogram

756,355

Dollar gold price per ounce

1,559

Ore Reserves (million ounces)

5.35

Qualified

Persons:

The information contained in Item 4D related

to Mineral Reserves and Mineral Resources is based

on information compiled by the

Qualified

Persons

defined

S-K

1300.

The

Qualified

Persons

are

not

employed

the

Company.

The

Company

has

evaluated

the

qualification and experience of the Qualified Persons

and is satisfied that they meet the

requirements in accordance with the SAMREC Code

and S-K

1300. DRDGOLD

obtained written

consents from

the Qualified

Persons prior

to publication

of this

report. The

Qualified Person

responsible for the

compilation and reporting of

Ergo’s Mineral

Resources is Mr

Mpfariseni Mudau and for

FWGR is Ms

Diana van Buren.

The Qualified Person responsible for the compilation and reporting of Ergo’s Mineral Reserves is Professor Steven Rupprecht and for FWGR

is Mr Vaughn Duke

Qualified Persons

Title

Address

Qualifications

Relevant years

Experience

Mpfariseni Mudau

Pr.Sci.Nat

400305/12

Director of The RVN

Group Proprietary

Limited

Willowbrook

Villas 21, Van

Hoof St,

Roodepoort, 1724

BSc (Hons) –

Geology, MSc

(Mining

Engineering)

Professor Steven Rupprecht

FSAIMM 701013

Associate Principal

Mining Engineer of

the RVN Group

Willowbrook

Villas 21, Van

Hoof St,

Roodepoort, 1724

BSc. Mining

Engineering PhD.

Mechanical

Engineering

Diana van Buren

Pr.Sci.Nat. 400107/14

Partner of Sound

Mining Solution

Proprietary Limited

Sound Mining

House, 2A Fifth

Avenue, Rivonia,

2128

BSc (Hons) –

Geology

Vaughn

Duke

Pr.Eng 940314 FSAIMM 37179

Partner of Sound

Mining Solution

Proprietary Limited

Sound Mining

House, 2A Fifth

Avenue, Rivonia,

2128

BSc Mining

Engineering

(Hons), MBA

Mineral Reserves and Mineral Resources internal control disclosure

DRDGOLD has employed

an independent

consultant to

manage drilling

activities and

report sampling

results in

accordance with

DRDGOLD’s prescribed internal control procedures. The control procedures include standard operating procedure, supervision of

drilling by

experienced

geologists,

technical

site

visits

Qualified

Persons,

chain

custody

and

management

approvals.

Reputable

commercial

laboratories perform the

assaying of samples

for gold.

These laboratories have

quality assurance and

quality control measures

in place that

satisfy Qualified

Persons and

also meet

DRDGOLD’s

requirements. The

results are

also submitted

to the

directors at

Ergo

and FWGR

ensure that due process has been followed and to identify any anomalies. Verification

of estimates is a routine part of the plant feed sampling

programme. Plant feed

grades are compared

to the expected

grades from the

Mineral Resource and

Mineral Reserves and

updated monthly.

Surveys are undertaken monthly, and a reconciliation is reported annually.

Any adjustments for shortfall or overruns are made in the Mineral

Resource and Mineral Reserve statement for the following year. Gains or losses are largely related to volume adjustments on survey although

adjustment may

be made for

other reasons such

as unexpected

deleterious materials in

the dump. The

estimation of

Mineral Reserves is

outcome of life

of mine and

budget planning which

runs annually, whereby capital

costs, operating costs

and other assumptions

are interrogated

and approved at an executive committee level.

��

DRDGOLD's summary Mineral Resources (Including Mineral Reserves) as of June 30, 2022 are set forth in the tables below.

Mineral Resources (including Mineral Reserves)

Measured Resources

Indicated Resources

Inferred Resources

Total

Tons

Grade

Gold Content

Tons

Grade

Gold Content

Tons

Grade

Gold Content

Tons

Grade

Gold Content

(mill)

(g/tonne)

('m ozs)

(tonnes)

(mill)

(g/tonne)

('m ozs)

(tonnes)

(mill)

(g/tonne)

('m ozs)

(tonnes)

(mill)

(g/tonne)

('m ozs)

(tonnes)

Ergo

266.25

0.31

2.64

82.24

568.21

0.25

4.55

141.40

21.32

0.24

0.16

5.12

855.78

0.27

7.35

228.76

FWGR

229.37

0.33

2.46

76.39

229.37

0.33

2.46

76.39

Total

495.62

0.32

5.10

158.63

568.21

0.25

4.55

141.40

21.32

0.24

0.16

5.12

1,085.15

0.28

9.81

305.15

DRDGOLD's summary Mineral Resources (Exclusive of Mineral Reserves) as of June 30, 2022 are set forth in the tables below.

Mineral Resources (Exclusive of Mineral Reserves)

Measured Resources

Indicated Resources

Inferred Resources

Total

Tons

Grade

Gold Content

Tons

Grade

Gold Content

Tons

Grade

Gold Content

Tons

Grade

Gold Content

(mill)

(g/tonne)

('m ozs)

(tonnes)

(mill)

(g/tonne)

('m ozs)

(tonnes)

(mill)

(g/tonne)

('m ozs)

(tonnes)

(mill)

(g/tonne)

('m ozs)

(tonnes)

Ergo

66.04

0.26

0.55

17.17

375.41

0.25

3.02

93.85

21.32

0.24

0.16

5.12

462.77

0.25

3.73

116.14

FWGR

Total

66.04

0.26

0.55

17.17

375.41

0.25

3.02

93.85

21.32

0.24

0.16

5.12

462.77

0.25

3.73

116.14

Mineral Resources when stated exclusive of Mineral Reserves amount to zero for FWGR,

because all of the Mineral Resources will be exploited and converted to Mineral

Reserves

DRDGOLD's summary Mineral Reserves as of June 30, 2022 are set forth in the tables below.

Mineral Reserves

Proved Reserves

Probable Reserves

Total Reserves

Tons

Grade

Gold Content

Tons

Grade

Gold Content

Tons

Grade

Gold Content

(mill)

(g/tonne)

('m ozs)

(tonnes)

(mill)

(g/tonne)

('m ozs)

(tonnes)

(mill)

(g/tonne)

('m ozs)

(tonnes)

Ergo

200.21

0.33

2.09

65.02

192.79

0.24

1.49

46.27

393.00

0.28

3.58

111.29

FWGR

216.49

0.33

2.32

72.15

12.88

0.33

0.14

4.24

229.37

0.33

2.46

76.39

Total

416.70

0.33

4.41

137.17

205.67

0.25

1.63

50.51

622.37

0.30

6.04

187.68

The figures contained in the tables are rounded, which may result

in minor computational discrepancies which are not deemed to be significant.

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, 2021 with fiscal year ended June 30, 2020

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,

2021.

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 2022 decreased

compared to

fiscal year

2021, mainly

due to,

inter alia

, the following:

●

gold production decreased by 3kg to 5,720kg together with a

decrease in gold sold by

20kg to 5,714kg. The decrease in production

reflected

a 3% decrease

in throughput

to 28,189,000t,

offsetting the

3% increase

in average

yield to 0.203g/t;

●

the average

rand gold price

received decreased

by 3%; and

●

above inflationary

increases

in the cost

of key consumables,

diesel, steel

and cyanide.

Key drivers of our operating results and principal factors affecting our operating results

●

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;

●

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

and

●

government policies that could materially impact our operations.

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 COVID-

19 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

year 2021

and the

continued

economic

uncertainty

along

with the

slow economic

recovery,

consequences

of the

Ukraine

conflict

resulted

in sustained

high (although

marginally

lower)

gold prices

for fiscal

year 2022.

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 2022 and 2021 fiscal years:

2022 fiscal year

2021 fiscal year

Change

$ per ounce

Closing gold spot price on June 30,

1,807

1,770

Lowest gold spot price during the fiscal year

1,684

1,676

Highest gold spot price during the fiscal year

2,070

2,072

Average gold spot price for the fiscal year

1,834

1,850

(1)

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 16% from

R24,466 per ounce in 2020 to R28,490 per ounce in 2021, and decreased by 2% to R27,896 per ounce in 2022.

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

fiscal year 2022 would have increased/(decreased) revenue by

approximately R1,023.7 million (2021: R1,053.8 million).

An increase/(decrease) of 20% in

the Rand to US dollar exchange

rate throughout fiscal year 2022

would have increased/(decreased)

revenue by approximately R1,023.7 million (2021: R1,053.8 million).

Gold production

In fiscal year 2022, gold production

decreased to 183,902 ounces (produced from

28.2 million tonnes milled at

an average yield of

0.203g/t) from 183,999 ounces in fiscal

year 2021 (produced from 29.1 million tonnes

milled at an average yield of

0.197g/t). This was mainly

due to

Ergo’s gold production which decreased

to 133,618.0 ounces

in fiscal year

2022 (produced from

22.1 million tonnes

milled at an

average

yield of 0.188g/t) from 137,059.0

ounces in fiscal year 2021

(produced from 23.0 million tonnes

milled at an average yield

of 0.186g/t). The

decrease was a result

of a decrease

in tonnes milled

due to increased

rainfall as

well as lower

grade material

being mined.

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 the first full year of gold production

of FWGR resulting in production

of 46,940 ounces (produced from 6.2

million tonnes milled

at an

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

Ergo’s gold production which increased to 137,059.0 ounces in fiscal year 2021

(produced

from 23.0 million tonnes milled at

an average yield of 0.186g/t) from

128,249.0 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.

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, 2022 with fiscal year ended June 30, 2021”.

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 2022

and 2021, 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 2022

the average

Rand gold

price received

decreased by

3% compared

to fiscal

year 2021,

this was

a result

of the

combined impact

of the

average Dollar gold

price which

decreased by

1% and

the average

exchange rate of

the rand

against the dollar

that

strengthened by 1%.

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

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).

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,

2022

2021

2020

(%)

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

(1)

(2)

CPI (inflation rate)

7.4

4.9

2.2

Government

policies that

could materially

impact operations

The mining

industry in

South Africa

is extensively

regulated

through legislation

and regulations

issued by government’s

administrative

bodies.

One of the key findings of the Frasers

Institute weighing

on South Africa’s investment appeal,

is lack of regulatory certainty.

Although

the industry’s

successfully

challenge

of Mining

Charter

III in the

High Court,

that set

aside certain

provisions

of the charter

on the basis

that it was

purported legislation (as opposed to policy) provided some certainty to the industry,

turnaround in obtaining permits and regulatory approvals

remains slow,

delaying the

execution of

key capital

projects.

The increasing

prominence

of ESG is

also resetting

the standard

on transparency

and

sustainability

and society

generally is

far more environmentally

and socially

aware, applying

increasing

pressure through

providers

of capital and

the regulator

to enforce

compliance.

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 and during fiscal 2022 the national state of disaster implemented

by the National

Government

came to an

end. (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.

Financial and operating data

Year ended

June 30,

2022

2021

Revenue (R'm)

5,118.5

5,269.0

Gold production (ounces)

183,902

183,999

Gold production (kilograms)

5,720

5,723

Gold sold (ounces)

183,709

184,352

Gold sold (kilograms)

5,714

5,734

Average spot gold price (R/kilogram)

896,877

915,972

Average gold price received (R/kilogram)

894,409

917,996

Cost of sales (R'm)

3,741.5

3,388.2

Operating costs (R'm)

3,506.5

3,122.5

Cash operating costs (R'm)

(1)

3,463.8

3,072.7

Cash operating costs (R/kilogram)

(1)

600,875

540,338

All-in sustaining costs (R/kilogram)

(1)

721,684

626,247

All-in costs (R/kilogram)

(1)

746,255

643,338

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

598.4

395.7

(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 decreased by

3% to R5,118.5 million

in fiscal year

2022 from R5,269.0

million in fiscal

year 2021 mainly

due to the

average

rand gold price

received that

decreased by

3% to R894,409 per

kilogram and

the 20kg decrease

in gold sold from

5,734 kilograms

in fiscal 2021

to 5,714 kilograms

in fiscal 2022.

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.

Capital expenditure

During fiscal year 2022 capital expenditure increased by R202.7 million to R598.4 million from R395.7 million in fiscal year 2021.

Ergo’s capital expenditure during fiscal year 2022 increased by R173.3 million to R424.2 million from R250.9 million in fiscal year

2021. This was mainly due to upgrading of the 4A8 pump station

& power supply amounting to R45.0 million, infrastructure development for

Marievale and Rooikraal dumps amounting

to R204.5 million, various

expenditure on the Brakpan/Withok TSF

including decanting and slurry

lines amounting to R53.0 million and solar project plant related costs amounting to R59.1 million.

FWGR’s capital expenditure during fiscal

year 2022 increased

by R16.5 million to

R159.8 million from R143.3 million in

fiscal year

2021. This was mainly due to

the completion of the construction of

an additional thickener to all full

closed circuit milling amounting to

R47.7

million, final designs for

the CPP,

with the design work

also being applicable to

the potential expansion of

DP2 amounting to R64.1

million

and the ongoing improvement of Driefontein 4 Tailings Storage Facility amounting to R6.3 million.

During fiscal year

2021, capital expenditure

was R395.7 million

primarily consisting of

expenditure incurred on

sustaining capital

expenditure on

the reclamation

site, the

Brakpan/Withok TSF,

the Brakpan

plant, the

commencement of

the construction

for the

additional

thickener and the installation of the copper elution circuit.

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

requires 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

Ekurhuleni 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 is

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

input

Unit

2022

2021

Rand Refinery operations

Average gold price

Observable input

R/kg

880,207

847,317

Average silver price

Observable input

R/kg

11,209

11,751

Average South African CPI

Observable input

4.4

South African long-term government bond rate

Observable input

10.26

9.5

Terminal growth rate

Unobservable input

4.4

Weighted average cost of capital

Unobservable input

15.9

15.1

Investment in Prestige Bullion

Discount period

Unobservable input

Year

Cost of equity

Unobservable input

14.2

16.5

Marketability and minority discounts (both

unobservable inputs) were also applied

of 16.5%

and 17.0%

(2021: 16.5% and

17.0%)

respectively. The latest budgeted cash flow

forecasts provided by Rand Refinery as

at June

30, 2022 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, 2022 with fiscal year ended June 30, 2021

Gold revenue

The following table illustrates the year-on-year change in gold revenue for fiscal year 2022 in comparison to fiscal year 2021:

R million

Total

Impact of change in amount

of gold sold

Impact of

change in

gold price

Net change

Total

gold revenue

2021

2022

Ergo

3,939.9

(135.1)

(104.7)

(239.8)

3,700.1

FWGR

1,323.9

116.1

(29.4)

86.7

1,410.6

Consolidated

5,263.8

(19.0)

(134.1)

(153.1)

5,110.7

Gold revenue decreased by R153.10 million,

or 3%, to R5,110.7 million during fiscal year 2022. This was

mainly due to

the average

rand gold price

received which

decreased

by 3% to R894,409

per kilogram

and a marginal

decrease in

gold sold from

184 350 ounces

to 183 709

ounces.

Cost of sales

amounted to R3,741.5

million in fiscal

year 2022, consisting

mainly of operating

costs of R3,506.5

million, depreciation

of R267.6 million,

a positive movement

in gold in

process of R30.4

million and a

positive movement in

the change in

estimate of environmental

rehabilitation of R2.2 million. These are discussed as follows:

Operating costs

Operating costs increased by 12.3% to R3,506.5 million for fiscal year

2022 compared to R3,122.5 million for fiscal year 2021. The

increase is mainly due to general

higher inflation in fiscal year 2022

as well as above inflation increase

in the costs of key consumables,

diesel,

steel and cyanide.

Depreciation

Depreciation charges were

R267.6 million for

fiscal year

2022 compared to

R252.5 million for

fiscal year

2021. Depreciation charges

increased as a result of increased capital expenditure over the last two fiscal years.

Change in estimate of environmental rehabilitation

As of June 30,

2022, we estimate our total

environmental rehabilitation provision, being the

discounted estimate of future

costs, to

be R517.7 million as compared to R570.8 million

at June 30, 2021.

A change in estimate

of environmental rehabilitation

of R2.2 million

was

recognized due to changes in the estimated timing

of the vegetation of non-viable reclamation sites and

dormant infrastructure. In addition,

R67.2 million decrease in the provision due to the increase in the Ergo life of mine.

total

R589.8 million

(2021:

R87.5 million) is

invested in

funds held in

insurance instruments to secure financial

guarantees

provided to the DMRE through an

insurance cell captive company, the Guardrisk Cell Captive. The

increase is attributable to the transfer

from

the environmental trust funds to the

Guardrisk Cell Captive along with growth

of R10.4 million on these funds during fiscal year 2022.

As at

June 30, 2022, guarantees

amounting to R614.0

million were in issue

to the DMRE

(2021:

R430.1 million).

Any shortfall between the

invested

funds and the estimated provisions

is expected to be financed

by 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. The transfer of the funds from the environmental trust fund to the Guardrisk Cell Captive was completed

after the required

approvals for the

change in method

and transfer of

the environmental trust

funds were obtained

from the DMR

and a thorough

consideration of tax and legal impacts was performed.

result,

total

R0.0 million

remained

our

various

environmental

trust

funds

the

end

fiscal

year

2022,

compared

R564.7 million at the end of

fiscal year 2021. Up

to the time of the

transfer, R 14.8 million of interest

was received on these funds

during fiscal

year 2022.

Movements in gold in process

Movement in

gold in

process in

fiscal year

2022 amounted

to R30.4

million mainly

due to

an increase

in the

lock up

of gold

process at the plants and finished inventories - Gold Bullion.

Administration expenses and general costs

Administration expenses

and general

costs increased

by R97.2 million

from R64 million

in fiscal

year 2021

to R161.2 million

fiscal year 2022. Administration expenses and general costs

in fiscal year 2021 included a share-based

payments benefit of R44.3 million. The

share-based payment

benefit in

2021 was 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. In addition, transaction

and exploration costs

increased from R3.1

million in fiscal year 2021 to R15.2

million in

fiscal year

2022 as well

as an increase

in other administration

expenses

and other

costs of R13.1

million related

to short term

incentives

and information

technology.

Finance income

Finance income increased

from R216.2 million in fiscal year 2021

to R225.8 million in fiscal year 2022,

mainly due to an increase

in interest income

earned of R3.9

from higher cash and cash equivalents balances

during the year and an unrealized foreign exchange

gain of

R7.0 million in fiscal year 2022 compared to an unrealized foreign exchange loss in 2021 which was recognized in finance expense.

Finance expense

Finance

expenses

increased

from

R69.5

million

fiscal

year

2021

R74.8 million

fiscal

year

2022,

mainly

attributable

discount on the

initial payment made under

protest of R21.1

million compared to R7.4

million in fiscal year

2021. This increase was

in part

offset by the unrealized foreign exchange loss of nil in fiscal year 2022 compared to R8.4 million in fiscal year 2021.

Income tax

Income tax amounted to a

charge of R334.3 million for

fiscal year 2022 (2021: charge

of R523.7 million) and consists of

a current

tax charge of

R261.5 million (2021: charge

of R423.7 million) and

deferred tax charge

of R72.7 million (2021:

deferred tax charge

of R100

million).

The current tax decreased to R261.5 million in fiscal year 2022 from R423.7 million in fiscal year 2021 mostly due to a decrease in

the taxable

mining income of

both Ergo

and FWGR resulting

mainly from a

decrease in profits

as well as

increased capital

expenditure for

which full capital redemption under section 36 of the Income Tax Act was applied.

The forecast weighted average

deferred tax rate for

both Ergo and FWGR

decreased in fiscal year

2022 to 22% and

29% respectively

from 25%

and 30% respectively

in fiscal year

2021.

The decrease is

due to a

change in the

gold mining tax

formula and the

updated life of

mine plan. Refer to Item 10E.: Taxation – “Income Tax and Withholding

Tax on Dividends” for a detailed explanation on changes in taxation

laws and regulations.

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 year

2019. The Group

considers the presentation

of Adjusted EBITDA

provides useful information

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

Year ended,

June 30

Reconciliation of adjusted EBITDA

2022

2021

Profit for the year

1,123.8

1,439.9

Income tax

334.3

523.7

Profit before tax

1,458.1

1,963.6

Finance expense

74.8

69.5

Finance income

(225.8)

(216.2)

Results from operating activities

1,307.1

1,816.9

Depreciation

267.6

252.5

Share based payment (benefit)/expense

18.4

(28.3)

Change in estimate of environmental rehabilitation recognised in profit or loss

(2.2)

(12.4)

Gain on disposal of property, plant and equipment

(6.6)

(0.1)

IFRS 16 Lease payments

(23.8)

(15.8)

Exploration expenses and transaction costs

15.2

3.1

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

1,575.7

2,015.9

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,

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

themselves

not

necessarily

provide

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 of the performance of our operations as a whole as they provide:

●

an indication of a mine’s profitability and efficiency;

●

the trend in costs;

●

a measure of 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 2022,

consolidated cash

operating costs

per kilogram

increased by

11%

to R600,875

per kilogram

from R540,338

per

kilogram in fiscal year 2021. Consolidated all-in sustaining costs

per kilogram increased by 15% to R721,684 per

kilogram in fiscal year 2022

from R626,247 per kilogram

in fiscal year 2021.

Consolidated all-in costs per

kilogram increased by 16%

to R746,255 per kilogram

of gold

in fiscal 2022 from R643,338 per kilogram of gold in fiscal year 2021.

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 higher inflation of

7.4% in fiscal 2022 in comparison

to 4.9% fiscal 2021

and above inflationary increases in the costs of key consumables, diesel, steel and cyanide.

The

increase

sustaining

capital

expenditure

during

fiscal

year

2022

contributed

the

increase

all-in

sustaining

costs

per

kilogram. The increase in

growth capital expenditure

incurred during fiscal year

2022 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

2022

2021

Cost of sales

3,741.5

3,388.2

Depreciation

(267.6)

(252.5)

Change in estimate of environmental rehabilitation

2.2

12.4

Movement in gold in process

30.4

(25.6)

Operating costs

3,506.5

3,122.5

Ongoing rehabilitation expenditure

(31.6)

(48.3)

Care and maintenance costs

(5.9)

(3.9)

Other operating income/(costs)

(5.2)

2.4

Cash operating costs

3,463.8

3,072.7

Movement in gold in process

(30.4)

25.6

Administration expenses and other costs excluding non-recurring items

146.0

109.7

Other operating income/(costs)

5.1

(2.4)

Change in estimate of environmental rehabilitation

(2.2)

(12.4)

Unwinding of rehabilitation provision

45.0

44.7

Sustaining capital expenditure

496.4

353.0

All-in sustaining costs

4,123.7

3,590.9

Care and maintenance costs

5.9

3.9

Ongoing rehabilitation expenditure

31.6

48.3

Exploration expenses and transaction costs

15.2

3.1

Growth capital expenditure

87.7

42.7

All-in costs

4,264.1

3,688.9

Gold produced (kilograms)

5,720

5,723

Cash operating costs per kilogram (R per kilogram)

600,875

540,338

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

721,684

626,247

All-in costs per kilogram (R per kilogram)

746,255

643,338

Reconciliation of sustaining capital expenditure and growth capital expenditure

Additions - property, plant and equipment owned

584.1

395.7

Less

Growth capital expenditure

87.7

42.7

Sustaining capital expenditure

496.4

353.0

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

2022 in

comparison with fiscal

year

2021

R million

Cash operating

costs

Impact of change in

throughput

Impact of change in

costs

Net change

Cash operating

costs

2021

2022

Ergo

2,666.5

(97.7)

441.0

343.3

3,009.8

FWGR

406.2

(5.3)

53.1

47.8

454.0

Total

3,072.7

(103.0)

494.1

391.1

3,463.8

Cash

operating

costs

fiscal

year

2022

increased

R391.1

million

R3,463.8

million

compared

cash

operating

costs

R3,072.70 million in fiscal

year 2021.The increase is

due to higher inflation

of 7.4% in fiscal

year 2022 in comparison to

4.9% fiscal year 2021

and above inflationary increases in the costs of key consumables, diesel, steel and cyanide.

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

2022

2021

Costs

2022

2021

Consumables

29%

28%

Consumables

32%

33%

Labor

18%

19%

Labor

21%

20%

Electricity and water

18%

Specialized service providers

16%

Electricity and water

19%

12%

Machine hire

Security expenses

Other costs

11%

Other costs

12%

19%

5B. LIQUIDITY AND CAPITAL

RESOURCES

Cash flows

from operating

activities

Cash generated

from operating

activities

amounted to

R1,497.8 million

for fiscal

year 2022 (fiscal

year 2021:

R1,573.40 million).

Cash generated from operating activities

decreased during fiscal year 2022 mostly due to an 11%

increase in cash operating costs to

600,875 per kilogram and an 3% decrease

in the average rand gold price received to R894,409

per kilogram. Net movement

in working capital

(changes

in trade

and other

receivables,

consumable

stores

and stockpiles

and trade

and other

payables)

amounted

to a

cash inflow

of R78.1

million

in fiscal

year 2022.

The decrease

in cash inflows

was partially

mitigated

by a R189.4 million

decrease

in current

tax paid to

R262.7 million.

Cash flows

from investing

activities

Net cash

utilized by

investing

activities

amounted to

R626.2 million

in fiscal

year 2022

compared

to R446.6 million

in fiscal

year 2021.

In fiscal

year 2022,

net cash

utilized by

investing activities consisted mainly of

R584.1 million in

additions to

property, plant

and

equipment,

R28.9 million investment in

other funds and

R25.4 million spent on

environmental rehabilitation

payments. These outflows were

reduced by

R12.2 million

proceeds on

the disposal

of property, plant

and equipment.

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.

Cash flows

from financing

activities

Net cash outflow from

financing activities

was R533.0 million

in fiscal year 2022 compared

to net cash outflows of R653.5

million in

fiscal year

2021.

During fiscal

year 2022,

the net cash

outflow consisted

mostly of dividends

paid on ordinary

shares amounting

to R513.3 million.

During fiscal

year 2021,

the net cash

outflow consisted

mostly of dividends

paid on ordinary

shares amounting

to R640.9 million.

Cash and cash

equivalents

Cash and cash equivalents as at June 30, 2022 amounted

to R2,525.6 million compared

to R2,180.00 million at the end of fiscal year

2021.

Substantially

all of our

cash and

cash equivalents

balances were

denominated

in South African

rand. Cash

and cash

equivalent

denominated

in foreign

currency amounted

to USD3.4 million

at June 30,

2022 compared

to USD3.4 million

at the end of

fiscal year

2021.

Cash and

cash equivalents

as at June

30, 2022 includes

restricted

cash related

to guarantees

of R10.7 million

compared

to R10.4 million

at the end

of fiscal

year 2021.

At September

30, 2022,

our cash and cash equivalents were R2,245.1 million.

Borrowings

and funding

At June 30, 2022 our external

sources of

capital included

our RCF. At September 30, 2022, we had

no external

sources of

capital.

In September

2020,

the RCF

was amended. The amendments

include a reduction in the

size of the facility from

R300 million to R200

million as well as removing

any commitment towards the

performance guarantee issued to

Ekurhuleni Metropolitan Municipality. No amounts

were drawn under this

facility as of June 30,

2022 or up to

the expiry date of September

14, 2022. The RCF has not been renewed

as funding

requirements

for capital

projects is

currently

being evaluated.

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 long

term finance

options for

long term

capital

projects will

be sufficient

to meet

the anticipated

commitments of our existing

operations for fiscal

year 2023. As a result of the sustained

high rand gold price, at September

30, 2022 the Group

has a cash

and cash equivalents

balance of

R2,245.1 million. 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, 2022

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

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 2023,

we are planning Group gold production

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

(5 599kg) ounces

at cash operating

unit cost of

approximately

R685,000 per

kilogram

and expect

a capital investment

of approximately

R1 400 million.

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

Cost of sales

3 954.8

Reconciling items

(318.1)

Cash operating costs

3 636.7

Includes expected

depreciation

of R274.4 million,

ongoing environmental

expenses

of R37.1

million and

care and maintenance

expenses

of R6.6

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

in a number

of ways,

including stoppages

in production

due to outbreaks

infections

if the COVID-19

virus mutates

and spreads 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”).

We are also subject to cost

pressures in the

event of above

inflation

increases

in labor, key

consumables,

diesel,

steel and

cyanide.

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 2023

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 year

2023. This information

has not been

audited.

Operating results

for the quarter

ended September

30, 2022

Quarter ended

Sep 30, 2022

Jun 30, 2022

% change

Production

Gold produced

1,453

1,443

46,715

46,393

Gold sold

1,442

1,446

46,362

46,490

Ore milled

Metric (000't)

7,157

7,064

Yield

Metric (g/t)

0.203

0.204

Reconciliation of adjusted EBITDA

(R'million)

Profit for the period

253.4

399.3

Income tax

116.5

71.2

Profit before tax

369.9

470.5

Finance expense

17.3

29.1

Finance income

(54.8)

(79.4)

Results from operating activities

332.4

420.2

Depreciation

55.0

64.1

Share based payment expense

3.9

4.6

Change in estimate of environmental

rehabilitation recognised in profit or loss

(2.2)

Gain on disposal of property, plant and

equipment

(6.6)

IFRS 16 Lease payments

(5.9)

(8.2)

Exploration expenses and transaction costs

1.0

5.4

Adjusted EBITDA

1,2*

386.4

477.3

The amended RCF includes IFRS 16 lease

payments in the calculation of the adjusted

EBITDA

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

1,007.6

1,003.7

Depreciation

(55.0)

(64.1)

Change in estimate of environmental

rehabilitation

2.2

Movement in gold in process

4.4

4.0

Operating costs

957.0

945.8

Ongoing rehabilitation expenditure

(6.2)

(4.4)

Care and maintenance costs

(0.8)

(0.9)

Other operating income/(costs)

4.1

(2.7)

Cash operating costs

954.1

937.8

Movement in gold in process

(4.4)

(4.0)

Administration expenses and other costs

excluding non-recurring items

26.8

8.4

Other operating (income)/Costs

(4.1)

2.7

Change in estimate of environmental

rehabilitation

(2.2)

Unwinding of rehabilitation provision

13.2

8.4

Sustaining capital expenditure

101.2

314.8

All-in sustaining costs

1,086.8

1,265.9

Care and maintenance costs

0.8

0.9

Ongoing rehabilitation expenditure

6.2

4.4

Exploration expenses and transaction costs

0.9

5.4

Growth capital expenditure

53.6

(16.8)

All-in costs

1,148.3

1,259.8

Quarter ended

September 30,

2021

June 30, 2021

% change

Price and costs

Average gold price received

R per kg

945,983

937,509

US$ per oz

1,727

1,871

-8%

Cash operating costs

R/t

133

US$/t

-11%

Cash operating costs

R per kg

658,530

645,782

US$ per oz

1,202

1,289

-7%

All-in sustaining costs **

R per kg

755,201

875,450

-14%

US$ per oz

11,378

1,747

551%

All-in cost **

R per kg

796,255

871,162

-9%

US$ per oz

1,453

1,739

-16%

Capital expenditure

Sustaining

101.2

314.8

-68%

US$m

5.9

20.2

-71%

Non-sustaining/growth

53.6

(16.8)

-419%

US$m

3.1

(1.1)

-382%

Average R/US$ exchange rate

17.04

15.58

Reconciliation of sustaining capital

expenditure

Additions - property, plant and equipment

owned

154.8

298.0

Less

Growth capital expenditure

101.2

314.8

Sustaining capital expenditure

53.6

(16.8)

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 1% from

the previous

quarter to

1,453kg primarily

due to a 1% increase

in tonnage

throughput

despite yield

being 0.001g/t

lower at

0.203g/t. Gold

sold decreased

by 4kg to 1,442kg.

As a result

of the above,

the cash

operating costs

per kilogram

of gold sold

increased

marginally from

the previous

quarter to

R658,530/kg.

The cash

operating costs

per tonne of

material

remained stable

from the previous

quarter

at R133/t.

All-in sustaining

costs per

kilogram and

all-in costs

per kilogram

were R755,201/kg

and R796,255/kg,

respectively, decreasing

quarter on

quarter mainly

due to a decrease

in sustaining

capital expenditure

comparison

to the previous

quarter.

Adjusted EBITDA

decreased

by 19% from

the previous

quarter to

R386.4 million

primarily

due to an insurance

claim of

R84.7 million

recognised

in the previous

quarter.

Cash and cash

equivalents

decreased

by R280.5 million

to R2,245.1

million as

at September

30, 2022 (June

30,

2022: R2,525.6

million) after

paying the final

cash dividend

of R342.5

million for

the year ended

June 30, 2022.

The cash

generated during

the current

quarter will,

inter alia,

be applied

towards the

Company’s extended

capital

expenditure

programme

for the year

ending June

30, 2023.

Despite the

capital expenditure

planned for

the current

financial

year, the Company

remains in

a favourable

position to,

in the absence

of unforeseen

events, consider

declaring an

interim cash

dividend in

or around

February 2023.

5E. Critical Accounting Estimates

For

information

environmental

rehabilitation

obligations

Note

“Use

accounting

assumptions,

estimates

and

judgements” under Item 18. “Financial Statements".

ITEM 6. DIRECTORS,

SENIOR MANAGEMENT

AND EMPLOYEES

6A. DIRECTORS

AND SENIOR MANAGEMENT

Directors and

Executive Officers

Our board of

directors

may consist

of not less

than four

and not more

than twenty

directors.

As at June

30, 2022,

our board consisted

nine 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

came to an end

from December

2021. Mr Timothy Cumming, a non-executive director

of the Company, replaced

Mr Campbell as chairman of the Board and the Nominations

Committee

with effect

on December

1, 2021,

after shareholder

approval

was obtained

at the

Annual General

Meeting held

on 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, was

appointed

as a

member

of the

Nominations

Committee

effective August

19, 2021.

The address of each of our Executive Directors

and non-executive directors

is the address of our principal executive offices.

Refer to

Item 4A. Information

on the Company

– Introduction

for the company’s

address.

Executive

Directors

Daniël (Niel)

Johannes Pretorius

(55) (BProc, LLB,

LLM)

Chief Executive

Officer;

•

Member: Risk

Committee

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.

Niël also

serves as

an elected

Council Member

with the Minerals

Council of

South Africa.

Adriaan (Riaan)

Jacobus Davel

(46) (BCom

(Hons), MCom,

CA (SA)

Chief Financial

Officer.

•

Member: Social

and Ethics

Committee

Riaan

Davel

joined

DRDGOLD

in 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

Timothy (Tim) John Cumming

(64) BSc (Hons)

(Civil Engineering),

MA (Philosophy,

Politics and

Economics)

Non-executive

Chairman

•

Chairman:

Board and Nominations

Committee

•

Member: Risk

Committee;

and Remuneration

Committee

Tim was appointed Non-executive Director

in August 1, 2020 and Non-executive Chairman December

1, 2021. Furthermore, he is a

member of the

Risk Committee,

Remuneration

Committee,

and appointed

Chairman of

the Nominations

Committee on

December 1,

2021.

He is

also

independent non-executive director

Sibanye-Stillwater Limited and

Nedgroup Investments

Limited and

serves

non-executive

Chairman of Riscura

Holdings Limited.

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. Tim 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 to

restoring ecosystems and

sustainable

development).

Edmund Abel

Jeneker

(60) (Chartered

Director (SA),

B Hons, IEDP, M.Inst.D.,

SAIPA)

Lead Independent

Non-executive

Director

•

Chairman:

Social and

Ethics Committee

•

Member: Remuneration

Committee;

and Nominations

Committee

Edmund Jeneker was appointed

Non-executive Director in November

2007 and Lead Independent

Non-executive Director in August

2017. He has more than

31 years’ experience as

an executive in 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. More recently,

he completed almost

15 years at

Absa Bank and

Barclays Africa Group,

where he was

Managing

Executive and

served as director

on the

boards of

several subsidiaries in

the Barclays

Africa 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 Advisory

Board of the

Institute of

Directors Southern

Africa, investment

committee of

BADISA and

The Cape

Philharmonic

Orchestra. He is

a Chartered

Director (South

Africa). Edmund chairs

the Social

& Ethics Committee

and is

a member of

the Remuneration

Committee and the Nominations Committee of DRDGOLD.

Johan Andries

Holtzhausen

(76) (BSc (Geology

and Chemistry),

BCompt (Hons),

CA(SA))

Independent

Non-executive

Director

•

Chairman:

Audit Committee

•

Member: Remuneration

Committee;

and Nominations

Committee

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 43 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. 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

the

United

States

and

the

United

Kingdom.

Johan

chairs

the

Audit

Committee

and

member

the

Remuneration Committee and the Nominations Committee of DRDGOLD.

Jean Johannes Nel (50) (BAcc (Hons), CA (SA), CFA (AIMR))

Independent Non-executive Director

•

Chairman: Remuneration Committee

•

Member: Audit Committee; Remuneration Committee; and Risk Committee

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

Tongaat Hulett

. Jean chairs the Remuneration Committee and is a member of the Audit Committee and the Risk Committee of DRDGOLD.

Toko Victoria

Buyiswa Nomalanga Mnyango (57) (Dip Juris, BJuris)

Independent Non-executive Director

•

Member: Social and Ethics Committee, Nominations Committee; and Remuneration Committee

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 (41) (BCom; Higher Diploma (Accounting), Certificate in Business Leadership, CA (SA))

Independent Non-executive Director

•

Chairman: Risk Committee

•

Member: Audit Committee; and Nominations Committee

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

the South

African Institute

Chartered

Accountants,

with

extensive

experience

corporate

finance,

financial

management,

investor

relations

and

the

mining

industry.

She

was

previously CEO of

GAIA Infrastructure

Capital Limited.

Prudence is

currently CEO of

TriAlpha Investment Management

Proprietary Limited,

a specialist fixed income investment house, and is also an independent non-executive director of Growthpoint Properties Limited and Telkom

SOC

Limited.

Prudence

chairs

the

Risk

Committee

and

member

the

Nominations

Committee

and

the

Audit

Committee

DRDGOLD.

Charmel Diane

Flemming (39)

(BAcc (Hons)

CA (SA))

Independent Non-executive Director

•

Member: Audit Committee; Risk Committee; and Social and Ethics Committee

Charmel Flemming

holds a B.Acc

(Hons) from

the University

of the Free

State and is

a qualified

Chartered Accountant

(South Africa)

with 11 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

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 (48)

(Dip Analytical

Chemistry, BTech Analytical

Chemistry)

Chief Operating

Officer

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.

Shalin Naidoo

(45) (BTech, MBA)

Chief Information

and Technology Officer

Shalin Naidoo

joined DRDGOLD

as Chief

Information

and Technology Officer

on 2 November

2021. Ranked

amongst South

Africa’s

Top 8 Visionary CIOs by the

institute

of IT Professionals

in South Africa

(IITPSA) and

International

Data Corporation

CIO of the Year in 2019,

he has 10

years’ experience

in leadership

and strategy. He

has worked

previously

in the mining

sector for

Anglo American

Platinum and

Tronox .

Henry Gouws

(53) (National

Higher Diploma

(Extraction

Metallurgy), MDP)

Managing Director:

Ergo

Henry Gouws

has more than

30 years’ experience

in the mining

industry. He graduated

from Technikon Witwatersrand

and obtained

National

Diploma

in 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

(60) (BCom

Accounting,

MDP)

Financial

Director:

Ergo

Mark Burrell

holds a 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

(54) (BscEng

(Mechanical

Engineering),

MDP, PMD, Government Certificate

of Competency

(Mines))

Managing Director:

FWGR

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

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 (42)

(BCom (Hons),

CA(SA))

Financial

Director:

FWGR

Henriette Hooijer

is the Financial

Director of

FWGR. She joined

DRDGOLD in May

2016 and was

appointed as

Financial Director

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

(45) (BProc)

Company Secretary

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, 2022 was

R42.0 million.

During fiscal

year

2021, an independent consultant compiled

a benchmarking analysis report against

an appropriate comparator group of companies

consisting of

JSE listed companies

on fees paid

non-executive

directors.

The report was

presented to

the Remuneration

Committee

on August 18, 2021.

These

changes were made to the base fee and committee fees and were approved by the shareholders

at the annual general meeting on November 30,

2022.

Non-Executive

Directors

received the

following fees

for fiscal

year 2022:

●

Base fee

as Non-Executive

Chairman of

R1,457,944 per

annum up to

December

1, 2021

and R1,500,000

thereafter;

●

Base fee

as Lead Independent

Non-Executive

Director of

R672,247 per

annum up to

December

1, 2021

and R850,000

thereafter;

●

Base fee

as Non-Executive

Directors of

R647,975

per annum

up to December

1, 2021

and R430,000

thereafter;

●

Annual fee for the Audit Committee Chairman

of R32,399 (excluding fee received

as a committee member) up to December 1, 2021

and R180,000

(including

fee received

as a committee

member) thereafter;

●

Annual fee

for an Audit

Committee member

of R32,399 up

to December

1, 2021

and R120,000

thereafter;

●

Annual fee for the Risk Committee

Chairman of R140,000 (excluding

fee received as a committee

member) from December

1, 2021,

onwards.

●

Annual fee

for a Risk

Committee member

of R100,000

from December

1, 2021, onwards.

●

Annual fee

for the

Chairman

of Remuneration

Committee

R24 299 (excluding

fee received

as a committee

member) up

to December

2021

and R100,000

thereafter;

●

Annual fee

for a member

of the Remuneration

Committee

of R24 299 each

up to December

1, 2021

and R100,000

thereafter;

●

Annual fee for

Chairman of the

Social and

Ethics Committee of

R100,000 (excluding fee received as

a committee member)

up to

December

1, 2021

and R140,000

thereafter;

●

Annual fee

for a member

of the Social

and Ethics

Committee of

R24,299 each

up to December

1, 2021

and R90,000

thereafter;

●

Daily fee of R24,299 up to December 1, 2021

and thereafter the director

will be remunerated if determined

appropriate for additional

services provided;

●

Hourly rate of R3,240

up to December

1, 2021

and thereafter

the director will

be remunerated if

determined appropriate

for additional

services provided;

●

Half-day

fee for

participating

by telephone

in special

board meetings

of R12,150

up to

December

1, 2021

and thereafter

the director

will

be remunerated

if determined

appropriate

for additional

services provided;

and

●

The Chairman of the board, Lead Independent Non-Executive

Director and other Non-Executive

Directors do not receive committee

fees.

The following table sets forth the compensation for our directors and prescribed officers for the year ended June 30, 2022.

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

Long-term

Incentives

settled during

this cycle

Total

remuneration

related to this

cycle

R'000

Executive directors

D J Pretorius

7,647

7,273

7,495

22,415

A J Davel

4,708

4,460

3,628

12,796

12,355

11,733

11,123

35,211

Non-executive directors

T J Cumming

1,267

G C Campbell

659

E A Jeneker

884

J Holtzhausen

808

T B V N Mnyango

772

J J Nel

844

K P Lebina

817

C D Flemming

778

6,829

Prescribed officers (1)

W J Schoeman

4,464

4,460

3,628

12,552

E Beukes

1,432

1,274

535

3,241

5,896

5,734

4,163

15,793

Total

25,080

17,467

15,286

57,833

(1)

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 19.3 –

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 is calculated as 15% of the adjusted Free

Cash Flow with 90% of the pool accruing to employees achieving

a 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 FY2022 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, 2022.

On July 1, 2022

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,

2025 Mr.

D.J. Pretorius

receives from

us a

guaranteed remuneration

package of

R7.6 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 equity-settled long-term

incentive scheme (awarded

332,497 conditional shares

in October 2020,

549,986 conditional shares in October 2021 and 799,595 conditional shares in October 2022).

Mr.

A.J.

Davel entered

into

new employment

agreement

effective

from

July 1,

2022

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

R4.7 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 equity-settled long-

term

incentive

scheme

(awarded

160,919

conditional

October

2020,

292,796

conditional

October

2021

and

425,680

conditional shares in October 202)

Mr.

E.A. Jeneker has

a service

agreement which run for

a fixed

period until October 31,

2023. Mr.

J.A Holtzhausen has a

service

agreement which runs

for a fixed period until April 25, 2024. 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 C

D 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, 2022 and as at September

30, 2022,

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

Mr. A.J. Davel), and seven Non-Executive Directors

(Messrs. T.J. Cumming, J.J. Nel, E.A. Jeneker, J.A. Holtzhausen

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,

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.

T.J.

Cumming 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,

2022:

Director

Title

Year first

appointed

Term of

current office

Unexpired

term of

current office

D.J. Pretorius

Chief Executive Officer

2008

3 years

0 months

A.J. Davel

Chief Financial Officer

2015

3 years

0 months

T.J. Cumming

Non-Executive Director

2020

2 years

1 month

E.A. Jeneker

Non-Executive Director

2007

2 years

16 months

J. Holtzhausen

Non-Executive Director

2014

2 years

22 months

T.V.B.N.

Mnyango

Non-Executive Director

2016

2 years

7 months

J.J Nel

Non-Executive Director

2018

2 years

7 months

K.P Lebina

Non-Executive Director

2019

2 years

10 months

C.D. Flemming

Non-Executive Director

2020

2 years

1 month

* Renewal of the term of office was deferred to the October 2022 board meeting at which the contracts of D.J. Pretorius and A.J. Davel were extended to June 30, 2025.

Executive

Committee

As at June

30, 2022,

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

bi-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.

The Board constituted an Investment Committee who had their first meeting on October 6, 2022 to consider prospective projects,

acquisitions and disposals in line with DRDGOLD's strategy and to ensure that adequate due diligence procedures are followed. The

Investment Committee also conducts other investment-related functions as delegated to it by the Board from time to time, as governance

oversight increases as the DRDGOLD Group continues to grow. Members of this committee include J J Nel (Chairman), J A Holtzhausen,

P Lebina, E A Jeneker and T J Cumming. The CEO, CFO and COO are invitees.

Committees

of the Board

of Directors

Nominations

Committee

As at June

30, 2022 the

Nominations

Committee

consisted of

T J Cumming

(Chairman),

E A Jeneker,

J A Holtzhausen, T V B N

Mnyango and

K P Lebina.

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 a 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 responsibilities of the Nominations 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, 2022 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, 2022 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;

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 November 30, 2021 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 from the board following the Audit Committee recommendations. To

comply with section 10(1)(a) of the Auditing Profession Act, 26 of 2005, the Independent Regulatory Board for Auditors (“

IRBA

”)

published the rule on Mandatory Audit Firm Rotation (“

MAFR

”) for auditors of all public interest entities, as defined in section 290.25 to

290.26 of the amended IRBA Code of Professional Conduct for Registered Auditors. An audit firm, including a network firm as defined in

the IRBA Code of Professional Conduct for Registered Auditors, shall not serve as the appointed auditor of a public interest entity for more

than 10 consecutive financial years. Thereafter, the audit firm will only be eligible for reappointment as the auditor after the expiry of at least

five financial years. The requirement is effective for financial years commencing on or after 1 April 2023. KPMG Inc. has been the

appointed auditors since 2003 and the Company has decided to early adopt the MAFR rule and appoint new auditors – BDO South Africa

Inc. for the 30 June 2023 financial year, subject to the shareholder approval at the next AGM on November 29, 2022.

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, 2022 the

Risk Committee consisted

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

Cumming.

Roles and responsibilities:

●

Oversee the

development

and annual

review of

a policy and

plan for risk

management

to recommend

for approval

to the Board

●

Ensure that

risk management

assessments

are performed

on a continuous

basis

●

Ensure that

reporting on

risk management

is complete,

timely, accurate

and accessible

●

Oversee that

the risk management

plan is widely

disseminated

throughout the

company and

integrated

in the day-to-day

activities

of the company

●

Ensure that

frameworks

and methodologies

are implemented

to increase

the possibility

of anticipating

unpredictable

risks

●

Ensure that

management

considers and

implements

appropriate

risk responses

●

Ensure co-ordination

with the audit

committee

who will be

responsible

for the risk

management

process as

far as internal

controls,

financial

reporting and

IT risks are

concerned.

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

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, 2022, the Social and Ethics Committee consisted of E.A. Jeneker (Chairman),

A.J. Davel,

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,

2022, of 2,959

comprises

2,016 specialized

service providers

and 943 employees

who are

directly employed

by us and our

subsidiary

companies.

Of the 943

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,

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 September

30, 2022, of

2,941 comprises

2,018 specialized

service providers

and 923 employees

who are directly

employed by us

and our subsidiary

companies.

Of the 923 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, 2022,

approximately

84% of our Ergo

employees

and 86% 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.

A three-year

wage agreement

was reached

with organized

labor at FWGR

in November

2021 and a new

three-year

wage agreement

was concluded

at Ergo subsequent

to fiscal

year 2022.

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

2022 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,

2022

2021

2022

2021

2022

2021

Lost time injury frequency rate (LTIFR)

2.14

0.78

0.97

1.84

0.80

Reportable incidence frequency rate (RIFR)

0.76

0.47

0.66

0.40

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, 2022, 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’’

November

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 was 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

the

revised

scheme

are

drive

the

longer-term

strategies

DRDGOLD,

align

participants’

interests

with

shareholders’

interest,

incentivise and motivate

participants, to attract

and retain scarce

human resources and

to reward superior

performance by the

Company and

participants. The

revised cash settled

long-term incentive

scheme was fully

settled on November

5, 2020

and replaced by

the equity-settled

long term incentive scheme described below.

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, 2022,

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,

2022, 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, 2022:

●

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, 2022,

by:

●

each of our

directors

and prescribed

officers; and

●

any person whom the

directors are

aware of as at September

30, 2022 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.

During fiscal

year 2020

Sibanye-Stillwater

exercised

the option

granted

to it to

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

Shares in

issue (including

treasury shares).

Sibanye-Stillwater

subscribed

for 168,158,944

ordinary

shares.

Shares Beneficially owned

Holder

Number

Percent of outstanding

ordinary shares

Directors/prescribed officers

D.J. Pretorius

804,816

A.J. Davel

338,438

Other

Sibanye-Stillwater

433,158,944

50.10%

The Bank of New York Mellon

227,196,436

26.28%

Government Employees Pension Fund

30,101,431

3.48%

Allan Gray Proprietary Limited

15,638,811

1.81%

BNYMSANV RE BNYMLBGC RE 586388

12,562,291

1.45%

CLEARSTREAM BANKING S.A LUXEMBOURG

10,763,378

1.24%

STATE

STREET BANK AND TRUST

10,052,483

1.16%

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

No ordinary

shareholder

has voting

rights which

differ from

the voting rights

of any other

ordinary 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 5.1 –

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 and

articles

of association.

8B. SIGNIFICANT

CHANGES

Significant changes that have occurred since June 30, 2022, 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, 2022,

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

AND ARTICLES

OF ASSOCIATION

June 30,

2022,

had

authorized for

issuance 1,500,000,000 ordinary

shares of

par

value (as

September 30,

2022:

1,500,000,000),

and 5,000,000

cumulative

preference

shares of

R0.10 par

value (as

of September

30, 2022:

5,000,000).

On this

date, we

had issued

864,588,711 ordinary shares (as of September 30, 2022:

864,588,711)

and 5,000,000 cumulative preference

shares (as of September 30, 2022:

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, 2022

and September

30, 2022.

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 2021

AGM on November

30, 2021 to change

the structure

of 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, 2022 and

September

30, 2022, 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

Not applicable.

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 2022 and 2021, the tax rates for taxable mining income for Ergo was 5% and 25% respectively and for FWGR 31%

for both fiscal periods. The gold mining tax

formula for determining the South African gold mining tax

rate for fiscal years ended 2022

and

2021 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. The

tax rate for non-mining

taxable income is

28% for both

fiscal

years 2022 and 2021.

On February 23, 2022, the Minister of Finance announced that the corporate income tax (“

CIT

”) rate will be lowered from 28% to

27% for companies with years of

assessment commencing on or after April

1, 2022. The mining operations of

the Group accounts for income

tax using the

gold mining tax formula as

opposed to the CIT rate. The

gold mining tax formula was

changed to Y = 33

- 165/X for years of

assessment commencing on or after April 1, 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. Section 23M which limits the deduction

of interest

payable to

certain parties

who are

not subject

to tax

was significantly

widened. A

maximum of

R1 million

or 80%

of assessed

losses (whichever is greater) is permitted to be set-off against taxable income.

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

is a

summary of

the U.S.

federal income tax

considerations generally applicable to the

U.S. Holder

ownership and

disposition

of ordinary

or ADRs.

Unless

otherwise

indicated,

this discussion

addresses

only U.S.

Holders

who hold

ordinary

or ADRs

as capital

assets (generally,

property held

for investment)

for U.S.

federal

income tax

purposes.

This discussion

is based

upon the

provisions

of the

U.S. Internal

Revenue Code

of 1986,

as amended

(the “Code”),

Treasury regulations

promulgated

thereunder, judicial

decisions,

published

rulings

of the Internal Revenue

Service (the “IRS”),

administrative

pronouncements

and other relevant

authorities,

all as in effect on the date

hereof and

all of which are

subject to differing

interpretations

and change,

possibly on a retroactive

basis. There can

be no assurance

that the IRS would

not

assert, or

that a court

would not sustain,

a position

contrary to

any of the

considerations

discussed herein.

This summary

does not

address U.S.

federal estate, gift

other non-income tax

considerations, the alternative minimum tax,

the

Medicare tax on

certain net investment income, or

any state, local

or non-U.S. tax

considerations, relating to the ownership or

disposition of

ordinary shares or ADRs, nor does it

address all aspects of U.S. federal income taxation that may be

relevant to U.S. Holders in light

of their

particular circumstances

or that may be relevant to certain types of U.S. Holders subject

to special treatment under U.S. federal

income tax law

(such as 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

shares or ADRs upon the

exercise of

employee stock

options or

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).

For purposes

of this discussion,

a “U.S. Holder”

is a beneficial

owner of ordinary

shares or

ADRs 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,

any state

thereof or

the District

of Columbia;

●

an estate

the income

of which is

subject to U.S.

federal income

tax without regard

to its source;

●

a trust (i)

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 (ii)

if the trust has made

a valid election to

be treated

as a U.S.

person.

If a partnership

(or other entity

or arrangement

treated as a

partnership

for U.S. federal

income tax purposes)

owns any ordinary

or ADRs, the

U.S. federal

income tax treatment

of a partner

in the partnership

will generally

depend on the

status of the

partner and the

activities

of the partnership.

Partnerships

holding any

ordinary shares

or ADRs and their

partners should

consult their

tax advisors

regarding an investment

in ordinary

shares or

ADRs.

U.S.

Holders of

ordinary shares

ADRs should

consult their

tax

advisors regarding

the

U.S.

federal income

tax

considerations

applicable to the

ownership and disposition

of ordinary shares

or ADRs in light of their

particular circumstances

as well as any considerations

them arising

under the tax

laws of any

foreign, state

or local taxing

jurisdiction.

Distributions

For U.S. federal income

tax purposes, a U.S. Holder of ADRs will

be treated as the owner of the ordinary

shares represented

by such

ADRs. Exchanges

of ordinary

shares for

ADRs and ADRs

for ordinary

shares will

generally not

be subject

to U.S. federal

income tax.

Subject to

the discussion below

under the

heading “Passive Foreign

Investment Company”, the gross

amount of

any distributions

received by a

U.S. Holder on

ordinary shares or ADRs

(including any amounts withheld in

respect of South

African withholding taxes) will

generally be

subject to tax

to the extent paid

out of our current

or accumulated

earnings and

profits, as determined

under U.S. federal

income tax

principles,

and will be includible

in the gross

income of a

U.S. Holder

on the day actually

or constructively

received.

For U.S. federal

income tax

purposes, the gross amount of any distributions

received by a U.S. Holder will generally

equal the dollar value of the sum of the South African

rand payments

made (including

any amounts

withheld in

respect

of South African

withholding

taxes),

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,

if any, in excess

of our current

or accumulated

earnings and

profits will

constitute

a non-taxable

return of capital

and will

be applied

against and

reduce the

U.S. Holder's

basis in the

ordinary shares

or ADRs. To the extent

that distributions

exceed the

U.S. Holder's

tax

basis in the ordinary

shares 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

on our ordinary

shares or

ADRs will constitute

dividend income.

An individual

or other

non-corporate

U.S. Holder

may be

subject

to tax

on any

such dividends

at the

lower

capital

gain tax

rate applicable

to “qualified dividend

income,” provided

that certain conditions

are satisfied,

including that (1)

the ordinary shares

or ADSs

are readily tradable

on an established securities

market in the United States,

or we are eligible for the benefits

of a qualifying income

tax treaty, (2) we are neither a

PFIC nor treated as such

with respect to a U.S. Holder

(as discussed below)

for the taxable year in which

the dividend is paid and

the preceding

taxable year, and

(3) certain

holding period

requirements

are met. 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.

U.S. Holders

should consult

their tax advisors

regarding

the U.S. federal

income tax

rate that will

be applicable

to their receipt

of any dividends

paid with respect

to the ordinary

shares and

ADRs.

For U.S.

foreign tax

credit purposes,

dividends

received

on ordinary

or ADSs

common shares

will generally

be treated

as income

from foreign sources and will

generally constitute

passive category income.

Subject to certain conditions

and limitations, a U.S. Holder eligible

for the benefits

of an applicable

income tax treaty

may be eligible

to claim a foreign

tax credit

in respect of any

South African

income taxes

paid

or withheld

with respect

to dividends

on ordinary

shares or

ADSs to

the extent

such taxes

are nonrefundable

under the

treaty. Alternatively,

a U.S.

Holder may elect

to deduct such taxes

in computing its taxable

income for U.S. federal

income tax purposes.

A U.S. Holder’s election

to deduct

foreign taxes

instead of

claiming foreign

tax credits

applies to

all creditable

foreign income

taxes paid

or accrued

in the relevant

taxable year. The

rules regarding

foreign tax

credits and

the deductibility

of foreign

taxes are

complex. All

U.S. Holders

should consult

their tax advisors

regarding

the availability

of foreign

tax credits

and the deductibility

of foreign

taxes in

light of their

particular

circumstances.

Passive Foreign

Investment

Company

A non-U.S. corporation, such as our company, will

be classified as a passive foreign investment company (“PFIC”) for U.S. federal

income tax purposes for any taxable year if either (i) 75% or more of our gross income for such year, 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, consists

of certain types

of “passive income”

(ii) 50% or more of the value

of our assets

(determined on the

basis of a quarterly

average) during

such year, including

our pro rata share

of the

assets of

any company

in which we

are considered

to own 25%

or more of

the shares

by value, is

attributable

to assets

that produce

or are held

for

the production of

passive income. Passive income generally includes dividends, interest, royalties, rents, annuities, net

gains from the

sale or

exchange

of property

producing

such income

and net

foreign

currency

gains.

Passive

assets

are those

which give

rise to

passive income

and include

assets held

for investment,

as well as

cash, assets

readily convertible

into cash,

and (subject

to certain

exceptions)

working capital.

Our company’s

goodwill and other unbooked

intangibles are

taken into account and may be classified

as active or passive depending

on the income such assets

generate

or are held

to generate.

If we are a PFIC for any

taxable year

during which a U.S.

Holder holds ordinary

shares or ADRs,

the U.S. Holder would

be subject to

special rules

with respect

to any (i) gain

recognized

upon the disposition

of the ordinary

shares or ADRs

and (ii)

receipt of

an excess

distribution

(generally, any distributions

to a U.S. Holder during a taxable year that

is greater than 125% of the average

amount of distributions received

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;

●

amounts allocated to the taxable

year of the excess distribution

or of the sale or other disposition and to any taxable years

in the U.S.

Holder’s holding period

prior to the first taxable

year in which we are classified

as a PFIC (each, a “pre-PFIC year”),

will be taxed as

ordinary income;

●

amounts allocated

to each

prior year

(other than

the current

taxable year

or a pre-PFIC

year) will

be taxed

at the highest

tax rate

in effect

applicable

to the U.S.

Holder for

that year;

and

●

such amounts will be increased by an additional tax equal to interest on the resulting tax deemed deferred with respect to such years

(other than

the current

taxable year

or 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 be a PFIC,

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 ordinary

shares or ADRs

that are treated

as “marketable

stock” 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

between, as of the close of the taxable year, the fair market value of the

ordinary shares

or ADRs and

the U.S. Holder's

adjusted tax

basis in such

ordinary shares

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

U.S. Holder

makes a

mark-to-market

election, then, in any taxable year for which we are classified

as a PFIC, tax rules that apply to distributions by corporations

that are not PFICs

would apply to distributions

by us (except that the lower applicable capital

gains rate for qualified dividend income

would not apply). If a U.S.

Holder makes a valid

mark-to-market

election and we

subsequently

cease to be classified

as a PFIC, the U.S. Holder

will not be required

to take

into account

the mark-to-market

income or loss

described above

during any period

that we are

not classified

as a PFIC. In

addition, because,

as a

technical

matter, a mark-to-market

election cannot

be made for

any lower-tier

PFICs that we

may own, a U.S.

Holder may

continue to be

subject

to the PFIC rules

with respect

to such U.S. Holder’s

indirect interest

in any investments

held by us that

are treated

as an equity interest

in a PFIC

for U.S.

federal income

tax purposes.

U.S. Holders

should consult

their tax

advisors

with respect

to the application

and effect

of making

the mark-

to-market

election for

their 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 provide

the information

necessary

for U.S. Holders

to make qualified

electing fund

elections.

We believe that

we were

not a

PFIC for

our taxable

year ended

June 30,

2022. There

can be

no assurance

regarding

our PFIC

status for

the current

taxable year or foreseeable

future taxable years,

however, because our PFIC status

is a factual determination

made annually that will

depend, in

part, upon

the composition

of our income

and assets.

The value

of our assets

for purposes

of the asset

test, including

the value

of our goodwill

and

unbooked intangibles,

may be determined

in part by reference

to the market price

of our ordinary shares

or ADRs from time

to time (which may

be volatile). Because we

will generally take

into account our

current market capitalization in estimating the

value of

our goodwill and

other

unbooked

intangibles,

our PFIC

status

for the

current

taxable

year and

foreseeable

future

taxable

years may

be affected

by our

market

capitalization.

The rules relating to PFICs are complex. U.S. Holders should 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

A U.S. Holder

will generally

recognize

gain or loss

on the sale,

exchange, or

other taxable

disposition

of ordinary

shares or

ADRs in an

amount equal

to the difference

between the U.S.

dollar value

of the amount realized

on the disposition

and such holder's

adjusted tax

basis in the

ordinary shares or

ADRs. Subject to

the discussion above

under the heading

“Passive Foreign Investment Company”, such gain

or loss

will

generally be long-term capital gain or loss a

if the U.S. Holder’s holding period in

the ordinary shares or ADRs exceeds one year.

Long-term

capital gains

of individuals

and certain other

non-corporate

U.S. Holders

are generally

eligible for

a reduced rate

of taxation. The

deductibility

capital

losses

is subject

to limitations.

Gain

or loss

recognized

by a

U.S. Holder

on the

taxable

disposition

of ordinary

or ADRs

will generally

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 IRS.

In the event

that an

accrual basis

U.S. 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 2022

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 Guardrisk Cell Captive (classified

as investments in

rehabilitation

and other funds

in the statement

of financial

position), mandating

the Guardrisk

Cell Captive

to diversify

the funds across

a number

of major financial

institutions,

as well as

investing funds

in low-risk,

interest-bearing

cash and cash

equivalents.

The Group manages

its exposure

to credit risk

on trade receivables

by selling gold

on a cash on delivery

basis. 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 a

secured

or cash

basis where

considered

required.

Receivables

are regularly

monitored

and assessed

for recoverability.

Foreign currency

risk

��

Our reporting

and functional

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 2022.

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.

Liquidity risk - Long-term debt

Set out below is an analysis of our debt as at June 30, 2022 consisting of capital and interest related to lease liabilities. All of

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

Interest rate

Total

6.4% - 10.3%

R'm

Repayment period

2023

22.4

2024

15.7

2025

8.4

2026

7.6

2027

3.4

2028

2.1

Total

59.6

Based on our fiscal year 2022 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,

2022 amounts

to approximately

$11,721 (June 30, 2021: $51,944, June 30, 2020: $16,237). DRDGOLD is also entitled to a

25% share of the dividend fees which amounts to

approximately

$93,565for the

year ended

June 30, 2022

(June 30,

2021: $65,551,

June 30, 2020:

$nil).

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,

2022,

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, 2022.

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, 2022.

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, 2022 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, 2022 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,

2022, 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. [RESERVED]

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 Directors and Managing Directors at

our mining operations as well

all

other

employees.

The

Code

Conduct

can

accessed

the

Company’s

website

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, 2022,

2021 and 2020,

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 2022 and

2021:

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,

2022

2021

R m

Audit fees

8.6

9.1

All other fees

0.4

0.7

Total

9.0

9.8

All Other

Fees

The all other fees during fiscal year 2022 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 2021; and

●

R0.2 million with

respect to limited assurance

provided by KPMG on

specified items contained in

our Integrated Report

for fiscal

year 2022;

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 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

To comply with section

10(1)(a) of

the Auditing

Profession

Act, 26 of

2005, the Independent

Regulatory

Board for Auditors

(“

IRBA

”)

published the

rule on Mandatory

Audit Firm

Rotation (“

MAFR

”) for auditors

of all public

interest

entities, as

defined in section

290.25 to 290.26

of the amended IRBA Code of Professional Conduct for Registered Auditors. An audit firm, including a network firm as defined in the IRBA

Code of

Professional Conduct for

Registered Auditors, shall

not

serve as

the appointed

auditor of

public interest

entity for

more than

consecutive

financial

years. Thereafter,

the audit

firm will

only be

eligible

for reappointment

as the

auditor after

the expiry

of at

least five

financial

years. The requirement

is effective for financial years

commencing on or after 1 April 2023. On October 20, 2022, BDO South

Africa Inc. was

appointed by DRDGOLD’s Board

of Directors as

the Company’s independent principal accountants for the

fiscal year ending June

30, 2023

(subject to

shareholder

approval), after

a formal tender

process to

appoint a new

independent

registered

public accounting

firm.

KPMG Inc.

(“

KPMG

”) will resign

as independent

principal accountants

of the group

upon completion

of their audit

of the Company’s

consolidated

financial

statements

as of and for

the year

ended June

30, 2022 and

the effectiveness

of internal

control over

financial

reporting as

June 30, 2022,

and the issuance

of their report

thereon.

The audit reports

of KPMG on the

Group’s consolidated

financial

statements as

of and for

the years ended

June 30, 2022

and 2021 did

not contain

any

adverse opinion or

disclaimer of opinion,

nor were

they qualified

modified as

to uncertainty,

audit scope,

accounting

principles.

The audit

reports

of KPMG

on the

effectiveness

of internal

control over

financial

reporting

as of

June 30,

2022 and

2021 did

not contain

any adverse opinion or

disclaimer of opinion, nor

were they qualified or

modified as to

uncertainty, audit scope, or

accounting principles. In

connection with

the

audits of

the

Company’s financial

statements for

each of

the

two

fiscal years

ended June

30,

2022,

there were

(i)

disagreements

with KPMG,

as that

term is

used in

Item 16F(a)(1)(iv)

of Form

20-F over

any matters

of accounting

principles

or practices,

financial

statement disclosure,

or auditing scope or procedures, which, if not resolved to the satisfaction of KPMG,

would have caused

KPMG to make

reference

to the matter

in their report

and (ii) there

were no “reportable

events” as

defined in Item

16F(a)(1)(v)

of Form 20-F.

DRDGOLD

has provided

KPMG with

a copy

of the foregoing

disclosure

and has

requested

KPMG to

provide it

with a

letter addressed

to the SEC stating

whether or

not KPMG agrees

with the above

statements.

A copy of such

letter, dated October

28, 2022 is filed

as an exhibit

this annual report

on Form 20-F, see “Item 19: Exhibits – 16.1"Letter

from KPMG Inc. to the Securities

and Exchange Commission

regarding a

change in registrant's

certifying accountant”.

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

five 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.

ITEM 16H. MINE

SAFETY DISCLOSURES

Not applicable.

ITEM 16I.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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

KPMG

Firm ID

1025

F‑1

Consolidated statement of profit or loss and other comprehensive income for the years ended June 30, 2022,

2021 and 2020

F-4

Consolidated statement of financial position at June 30, 2022 and 2021

F‑5

Consolidated statement of changes in equity for the years ended June 30, 2022, 2021 and 2020

F‑6

Consolidated statement of cash flows for the years ended June 30, 2022, 2021 and 2020

F‑7

Notes to the consolidated financial statements

F‑8 to F‑44

Note

About these consolidated financial statements

Use of accounting assumptions, estimates and judgements

New standards, amendments to standards and interpretations

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 and other 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, 2022 and 2021, 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,

2022, and

the related

notes (collectively,

the consolidated

financial statements).

also have

audited the

Company’s

internal control

over financial

reporting as

of June

30, 2022,

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,

2022 and 2021,

and the results of

its operations and its

cash flows for

each of the years

in the three-year

period ended June

30, 2022, 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, 2022 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 517.7

million

June

30,

2022.

The

Company’s

estimates

undiscounted

environmental

rehabilitation

costs

used

calculating

the

provision

are

F-2

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 and timing of rehabilitation.

identified the evaluation

of the provision

for environmental rehabilitation

as a critical

audit matter.

Subjective auditor judgment

and specialized

skills and knowledge were required to evaluate the Company’s LOM plan, specifically the estimated quantities of economically recoverable gold

and

the estimated rand gold price, that impact the planned method of rehabilitation.

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

●

evaluated the design

and tested the

operating effectiveness of

certain internal

controls relating to

the Company’s

process to determine

the

environmental rehabilitation provision. This

included controls related to the

determination of the Company’s

LOM plan, specifically related to

the estimated quantities of economically recoverable gold, and the estimated rand gold price which

impact the planned method of rehabilitation;

●

involved

environmental rehabilitation

professionals

with

specialized skills

and knowledge,

who assisted

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 independent

expert by comparing their

professional qualifications,

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

evaluating the undiscounted estimated

environmental costs for a

selection of sites by

performing site inspections and

challenging the planned

method of rehabilitation that was determined for each selected site. This

was performed by comparing the planned method of rehabilitation

to the

approved LOM

plan, confirming

that it

is compliant

with the

environmental management

plans as

approved by

the Department

Mineral Resources and Energy, where applicable, aligned with current industry practices and regulatory requirements.

●

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;

●

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 mineral

resources expert’s report as well as assessing these movements considering our knowledge of the Company’s business and the industry; and

●

involved

valuation

professionals

with

specialized

skills

and

knowledge,

who

assisted

evaluating

the

estimated

rand

gold

price

comparing it to an independently developed range of rand gold prices based on analyst reports.

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 R452

million as

of June

30,

2022, 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 specialized 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 estimated 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

the determination of the

Company’s LOM

plan, specifically related to

the estimated 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, as well as assessing these movements considering our knowledge of the Company’s business and the industry;

●

involved

valuation

professionals

with

specialized

skills

and

knowledge,

who

assisted

evaluating

the

estimated

rand

gold

price

comparing it to an independently developed range of rand gold prices

based on analyst reports;

F-3

●

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

●

performed sensitivity analyses to

assess the impact that

changes in the

estimated 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

to the consolidated financial statements,

the Company has an

unlisted equity investment in Rand

Refinery Proprietary Limited

(“

”) that

is valued

at R 136.1

million as

of June 30,

2022. The fair

value of

the RR investment

includes the valuation

of the

refining operations

(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 (“

”) model.

We identified the valuation of the investment in RR as a critical audit matter. Subjective auditor judgment and specialized

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

the discount

rates, including the weighted average

cost of capital of RR

and cost of equity

for Prestige (“

CoE

”), as well as

the marketability and minority discounts,

applied in the calculation of the 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 the

forecasted average gold and

silver prices, discount rates,

and the marketability and minority discounts;

●

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 as well as the marketability and minority discounts

by comparing them

against discount rate

ranges and marketability

and minority discounts

that we 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 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, 2022

CONSOLIDATED STATEMENT

OF PROFIT OR LOSS

AND OTHER COMPREHENSIVE INCOME

for the year ended June 30, 2022

F-4

Amounts in R million

Note

2022

2021

2020

Revenue

5,118.5

5,269.0

4,185.0

Cost of sales

5.1

(3,741.5)

(3,388.2)

(2,937.9)

Gross profit from operating activities

1,377.0

1,880.8

1,247.1

Other income

5.2

91.3

0.1

0.7

Administration expenses and other costs

5.3

(161.2)

(64.0)

(309.9)

Results from operating activities

1,307.1

1,816.9

937.9

Finance income

225.8

216.2

109.8

Finance expense

(74.8)

(69.5)

(68.8)

Profit before tax

1,458.1

1,963.6

978.9

Income tax

18.1

(334.3)

(523.7)

(343.9)

Profit for the year

1,123.8

1,439.9

635.0

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

(9.1)

(34.4)

190.6

Fair value adjustment on equity investments at fair value through other

comprehensive income

(15.7)

(28.2)

191.8

Deferred tax thereon

18.2

6.6

(6.2)

(1.2)

Total other comprehensive income for the year

(9.1)

(34.4)

190.6

Total comprehensive income for the year

1,114.7

1,405.5

825.6

Earnings per share

Basic earnings per share (SA cents per share)

131.2

168.4

82.5

Diluted basic earnings per share (SA cents per share)

130.6

167.2

81.0

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

CONSOLIDATED STATEMENT

OF FINANCIAL POSITION

at June 30, 2022

F-5

Amounts in R million

Note

2022

2021

ASSETS

Non-current assets

4,001.2

3,675.3

Property, plant and equipment

3,084.1

2,809.7

Investments in rehabilitation and other funds

710.8

652.2

Payments made under protest

40.4

40.5

Other investments

151.4

167.1

Deferred tax asset

18.2

14.5

5.8

Current assets

3,077.0

2,672.7

Inventories

389.3

340.0

Current tax receivable

12.6

8.6

Trade and other receivables

149.5

144.1

Cash and cash equivalents

2,525.6

2,180.0

TOTAL ASSETS

7,078.2

6,348.0

EQUITY AND LIABILITIES

Equity

5,439.9

4,820.4

Stated share capital

21.1

6,173.3

6,157.9

Retained earnings

(733.4)

(1,337.5)

Non-current liabilities

1,012.8

996.1

Provision for environmental rehabilitation

517.7

570.8

Deferred tax liability

18.2

451.9

377.1

Liability for post-retirement medical benefits

10.4

10.3

Lease liabilities

10.2

32.8

37.9

Current liabilities

625.5

531.5

Trade and other payables

598.4

509.8

Current portion of lease liabilities

10.2

19.5

16.9

Current tax liability

7.6

4.8

TOTAL LIABILITIES

1,638.3

1,527.6

TOTAL EQUITY AND LIABILITIES

7,078.2

6,348.0

Description of

the financial

statement caption

has changed

as it

now includes

funds other

than rehabilitation.

See note

12 for

detail.

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

CONSOLIDATED STATEMENT

OF CHANGES IN EQUITY

for the year ended June 30, 2022

F-6

Stated

Other

Retained

Total

Amounts in R million

Note

capital

reserves

earnings

equity

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

1,085.6

Expenses incurred on issue of ordinary shares

(0.5)

Reallocation of the equity instruments on exercise of the

Sibanye-Stillwater option

(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

6,157.9

(1,337.5)

4,820.4

Total comprehensive income

Profit for the year

1,123.8

Other comprehensive income

(9.1)

Total comprehensive income

1,114.7

Transactions with the owners of the parent

Contributions and distributions

Dividend on ordinary shares

21.2

(513.6)

Treasury shares disposed of for the vesting of the equity-settled

share-based payment

21.1, 19.2

15.4

(15.4)

Equity settled share-based payment

19.2

18.4

Total contributions and distributions

15.4

(510.6)

(495.2)

Balance at June 30, 2022

21.1

6,173.3

(733.4)

5,439.9

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

CONSOLIDATED STATEMENT

OF CASH FLOWS

for the year ended June 30, 2022

F-7

Amounts in R million

Note

2022

2021

2020

CASH FLOWS FROM OPERATING ACTIVITIES

Cash generated from operations

1,585.6

1,851.0

1,309.6

Finance income received

111.1

105.9

63.8

Dividends received

71.5

76.1

4.3

Finance expenses paid

(7.7)

(7.5)

(8.7)

Income tax paid

(262.7)

(452.1)

(240.1)

Net cash inflow from operating activities

1,497.8

1,573.4

1,128.9

CASH FLOWS FROM INVESTING ACTIVITIES

Acquisition of property, plant and equipment

(584.1)

(395.7)

(181.1)

Environmental rehabilitation payments to reduce decommissioning liabilities

(25.4)

(51.0)

(22.1)

Proceeds on disposal of property, plant and equipment

12.2

0.1

0.7

Investment in other funds

(28.9)

Net cash outflow from investing activities

(626.2)

(446.6)

(202.5)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from the issue of ordinary shares

21.1

1,085.6

Share issue expenses

(0.5)

Dividends paid on ordinary shares

(513.3)

(640.9)

(564.5)

Initial fees incurred on facility

(1.0)

Repayment of lease liabilities

10.2

(19.7)

(11.6)

(11.4)

Net cash (outflow)/inflow from financing activities

(533.0)

(653.5)

509.2

NET INCREASE IN CASH AND CASH EQUIVALENTS

338.6

473.3

1,435.6

Impact of fluctuations in exchange rate on cash held in foreign currencies

7.0

(8.4)

Cash and cash equivalents at the beginning of the year

2,180.0

1,715.1

279.5

CASH AND CASH EQUIVALENTS AT

THE END OF THE YEAR

2,525.6

2,180.0

1,715.1

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended June 30, 2022

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, 2022.

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

2022

2021

2020

Spot rate at year end

16.27

14.27

17.32

Average prevailing rate for the financial year

15.21

15.40

15.66

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 in

profit

loss.

Any interest

retained in

the former

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, 2022

F-9

NEW STANDARDS,

AMENDMENTS TO STANDARDS

AND INTERPRETATIONS

New standards, amendments to standards and interpretations effective for the year ended June 30, 2022

During the financial year,

there were no new and revised

accounting standards, amendments to standards and

new interpretation

adopted by 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.

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

As part of its process to

make non-urgent but necessary amendments to

IFRS

Standards, the International Accounting Standards

Board (“

IASB

”) has issued the

Annual Improvements to

IFRS Standards 2018–2020.

These are not

expected to have

a significant

impact on the Group.

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.

The amendment is

not expected to have a significant impact on the Group.

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.

The amendment

is not

expected to

have a significant impact on the Group.

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. The amendment is not expected to have a significant impact on the Group.

Classification

liabilities

current

non-current

(Amendments

IAS

Presentation

Financial

Statements

)

(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. The amendment is not

expected to have a significant impact on the Group.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2022

F-10

NEW STANDARDS,

AMENDMENTS TO STANDARDS

AND INTERPRETATIONS

continued

New standards, amendments to standards and interpretations not yet effective

(continued)

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

evaluation

assess

the

impact

the

amendment

will

have

the

Group

from

disclosure

perspective. More detail will be disclosed in future financial statements.

REVENUE

ACCOUNTING POLICIES

Revenue comprises the sale of gold bullion and silver bullion (produced as a by-product).

Up to April

11,

2022 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 Proprietary Limited (“

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

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 to make payment to the Group within

two business days after the sale of the gold and

silver and therefore

no significant financing component exists.

Subsequent to April

11,

2022 revenue is

measured based on

the consideration specified

in a contract

with the customer,

being

South African

bullion banks.

The consideration

is based

on the

gold price

derived on

the gold

market on

the day

a contract

entered into with

the customer.

The Group recognises

revenue at a

point in time

when the Group

transfers the gold

bullion and

silver bullion to the bullion bank and the sale price is fixed, as evidenced by deal confirmations.

It is at this point that the customer obtains control of the gold bullion or silver bullion, which is the settlement date specified in the

contract. At this point that the revenue can be measured reliably and the recovery

of the consideration is probable. The customer

is contract

ually obliged

to make

payment

to the

Group on

the same

day that

the Group

settles

the contract

and therefore

significant financing component exists.

Amounts in R million

2022

2021

2020

Gold revenue

5,110.7

5,263.8

4,179.3

Silver revenue

7.8

5.2

5.7

Total

revenue

5,118.5

5,269.0

4,185.0

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 any hedging arrangements 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

2022

2021

2020

% increase in the US Dollar gold price

1,023.7

1,053.8

837.0

% decrease in the US Dollar gold price

(1,023.7)

(1,053.8)

(837.0)

��

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2022

F-11

REVENUE

continued

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 any hedging arrangements during the year.

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

2022

2021

2020

% increase in the Rand to US Dollar exchange rate

1,023.7

1,053.8

837.0

% decrease in the Rand to US Dollar exchange rate

(1,023.7)

(1,053.8)

(837.0)

RESULTS FROM

OPERATING

ACTIVITIES

5.1

COST OF SALES

Amounts in R million

Note

2022

2021

2020

Cost of sales

(3,741.5)

(3,388.2)

(2,937.9)

Operating costs (a)

(3,506.5)

(3,122.5)

(2,692.1)

Movement in gold in process and finished inventories - Gold Bullion

30.4

(25.6)

3.1

Depreciation

(267.6)

(252.5)

(270.8)

Change in estimate of environmental rehabilitation

2.2

12.4

21.9

(a) The most significant components of operating costs include:

Consumable stores

(1,014.9)

(880.2)

(801.0)

Labour including short term incentives

(649.6)

(598.4)

(573.0)

Electricity

(547.3)

(488.2)

(420.9)

Specialist service providers

(610.2)

(510.7)

(447.5)

Machine hire

(139.0)

(127.4)

(95.2)

Security expenses

(133.0)

(122.8)

(87.8)

Water

(54.2)

(57.1)

(47.0)

RELATED PARTY

TRANSACTIONS

FWGR

entered

into

agreement

with

Sibanye-Stillwater

effective

July

31,

2018

for

the

pumping

and

supply

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

% of the smelting costs.

Rand Refinery,

up to April 10,

2022, performed 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.

From

April 11, 2022, Rand Refinery only performs the final refinement and administration of the gold bars delivered. As a result of this,

the marketing fee was

no longer incurred by

the Group. Rand Refinery

is a related party

to the Group through

Sibanye-Stillwater’s

shareholding in Rand Refinery.

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

2022

2021

2020

Services rendered by related parties and included in operating costs:

Supply of water and electricity

79.2

68.1

50.0

Gold smelting and related charges

19.1

21.1

19.8

Other charges

0.3

0.7

1.6

Charges to Sibanye-Stillwater

(0.2)

Gold refining and related charges

6.9

6.8

4.9

105.5

96.7

76.1

Paid to Sibanye-Stillwater by FWGR

Miscellaneous charges to Sibanye-Stillwater

Paid to Rand Refinery

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2022

F-12

RESULTS FROM

OPERATING

ACTIVITIES

continued

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

COVID-19 and other insurance payouts, gains on disposal of

property, plant and equipment and gains on financial instruments at

fair value through profit or loss.

Amounts in R million

2022

2021

2020

Gain on disposal of property, plant and equipment

6.6

0.1

0.7

Insurance claim (a)

84.7

91.3

0.1

0.7

(a) Insurance claim

During the 2020 financial year, a complex insurance claim process was

initiated for business interruption caused by the regulatory lockdowns

pursuant to the COVID-19 pandemic. Of the R

84.7

million included in other

income in profit and loss during the year, R

53.0

million was received before

June 30, 2022. R

31.7

million was received subsequent to year end.

84.7

5.3

ADMINISTRATION

EXPENSES AND OTHER COSTS

Amounts in R million

Note

2022

2021

2020

Included in administration expenses and other costs are the following:

Share based payment (expenses)/benefit

(18.4)

28.3

(224.1)

Cash settled Long-Term

Incentive ("

CLTI

") scheme

19.1

44.3

(218.1)

Equity settled Long-Term

Incentive ("

ELTI

") scheme

19.2

(18.4)

(16.0)

(6.0)

Exploration expenses and transaction costs

(15.2)

(3.1)

(1.4)

Other costs and administration expenses

(52.8)

(39.7)

(28.3)

1 Includes exploration expenses of R8.2 million paid to Sibanye-Stillwater for FY 2022.

Other costs and administration expenses are made

of short-term incentives and information technology

costs.

FINANCE INCOME

ACCOUNTING POLICY

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

growth

in investment in Guardrisk, growth in

the reimbursive right for environmental rehabilitation guarantees, dividends

received and the

unwinding of the Payments made under protest and foreign exchange gains.

Amounts in R million

Note

2022

2021

2020

Interest on financial assets measured at amortised cost

111.8

108.7

63.1

Growth in cash and cash equivalents in environmental rehabilitation trust

funds

14.8

22.5

33.3

Growth in reimbursive right for environmental rehabilitation guarantees

1.8

3.7

5.2

Growth in investment in Guardrisk

13.1

Dividends received

71.5

76.1

4.3

Unwinding of Payments made under protest

5.8

4.8

3.9

Unrealised foreign exchange gain

7.0

Other finance income

0.4

225.8

216.2

109.8

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2022

F-13

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

2022

2021

2020

Interest on financial liabilities measured at amortised cost

(2.6)

(2.3)

(2.0)

Unwinding of provision for environmental rehabilitation

(45.0)

(44.7)

(52.0)

Discount recognised on Payments made under protest

(21.1)

(7.4)

(7.1)

Interest on lease liabilities

10.2

(4.2)

(4.5)

(5.1)

Unrealised foreign exchange loss

(8.4)

Other finance expenses

(1.9)

(2.2)

(2.6)

(74.8)

(69.5)

(68.8)

EARNINGS PER SHARE

Amounts in R million

2022

2021

2020

The calculations of basic and diluted earnings per ordinary share

are based on the following:

Profit for the year

1,123.8

1,439.9

635.0

Reconciliation of weighted average number of ordinary shares to

diluted weighted average number of ordinary shares

2022

2021

2020

Weighted average number of ordinary shares in issue adjusted for

treasury shares

856,760,797

855,113,791

769,941,874

Effect of Sibanye-Stillwater Option

9,464,684

Effect of equity-settled share-based payment

4,203,336

5,935,215

4,283,001

Diluted weighted average number of ordinary shares

860,964,133

861,049,006

783,689,559

SA cents per share

2022

2021

2020

Basic earnings per share

131.2

168.4

82.5

Diluted basic earnings per share

130.6

167.2

81.0

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2022

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

period.

Mineral

reserves

and

resources

estimates

prepared

management

are

reviewed

independent

mineral

reserves and resources experts.

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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2022

F-15

PROPERTY,

PLANT AND EQUIPMENT

continued

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 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

to the

mineral reserve

or project

is assessed

for impairment

and then

reclassified to the appropriate

class of assets. Depreciation

commences when the assets

are available for use.

Exploration and

evaluation expenses prior to acquiring rights to explore is recognised in profit or loss.

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

if appropriate.

The

current estimated useful lives

are based on the

life-of-mine of each site,

currently between

two

(2021:

three

; 2020:

four

) and

years (2021:

; 2020:

) years for Ergo mining

assets and between

two

(2021:

three

; 2020:

four

) and

years (2021:

; 2020:

) years for FWGR mining assets.

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

surface retreatment operation which constitutes a CGU are a reclamation site, a metallurgical plant and a tailings storage

facility.

These key

assets operate

interdependently to

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 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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2022

F-16

PROPERTY,

PLANT AND EQUIPMENT

continued

Amounts in R million

Note

Mine plant

facilities and

equipment

Mine

property and

development

Exploration

assets

Total

June 30, 2022

Cost

2,733.9

2,419.6

14.2

5,167.7

Balance at the beginning of the year

2,604.3

2,154.0

110.5

4,868.8

Additions - property, plant and equipment owned

291.4

301.2

5.8

598.4

Additions - right-of-use assets

10.1

6.0

9.9

15.9

Lease modifications

10.1

1.2

Lease derecognitions

10.1

(1.6)

Disposals and scrapping

(185.3)

(61.6)

(0.9)

(247.8)

Change in estimate of decommissioning asset

(46.3)

(20.9)

(67.2)

Transfers between classes of property,

plant and

equipment

65.4

35.8

(101.2)

Accumulated depreciation and impairment

(1,017.0)

(1,056.9)

(9.7)

(2,083.6)

Balance at the beginning of the year

(1,074.0)

(975.4)

(9.7)

(2,059.1)

Depreciation

5.1

(125.1)

(142.5)

(267.6)

Lease derecognitions

1.6

Disposals and scrapping

180.5

61.0

241.5

Carrying value at end of the year

1,716.9

1,362.7

4.5

3,084.1

Comprising:

Property, plant and equipment owned

1,698.7

1,333.2

4.5

3,036.4

Right-of-use assets

10.1

18.2

29.5

47.7

Carrying value at end of the year

1,716.9

1,362.7

4.5

3,084.1

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

CONTRACTUAL COMMITMENTS

Contractual commitments not provided for in the consolidated

financial statements at June 30, 2022 amounted to R

235.9

million

(2021: R

65.5

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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2022

F-17

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

straight-line 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.

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, 2022

Cost

31.2

58.4

89.6

Opening balance

26.8

47.3

74.1

Additions

6.0

9.9

15.9

Lease modifications

1.2

Lease derecognitions

(1.6)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2022

F-18

Accumulated depreciation

(13.0)

(28.9)

(41.9)

Opening balance

(6.2)

(18.8)

(25.0)

Depreciation

(8.4)

(10.1)

(18.5)

Lease derecognitions

1.6

Carrying value

18.2

29.5

47.7

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

10.2

LEASE LIABILITIES

Amounts in R million

Note

2022

2021

Reconciliation of the lease liabilities balance:

Balance at the beginning of the year

54.8

47.1

New leases

15.9

16.7

Lease modifications

1.2

2.3

Interest charge on lease liabilities

4.2

4.5

Repayment of lease liabilities

(19.7)

(11.6)

Interest repaid

(4.1)

(4.2)

Balance at the end of the year

52.3

54.8

Current portion of lease liabilities

(19.5)

(16.9)

Non-current lease liabilities

32.8

37.9

Maturity analysis of undiscounted contractual cash flows:

Less than a year

22.4

20.5

One to five years

35.1

42.0

More than 5 years

2.1

1.3

Total

undiscounted lease liabilities at the end of the year

59.6

63.8

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

Short-term leases

(2.5)

(1.4)

Leases of low value assets

(8.6)

(7.7)

Cash flows included in cash generated from operating activities

(11.1)

(9.1)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2022

F-19

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 nominal discount rate ranging

between

10.2

% and

10.3

% (2021: between

8.9

% and

9.0

%), average inflation rate of

5.5

% (2021:

5.2

%) 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 within cost

of sales.

Cash costs incurred

to rehabilitate these

disturbances are presented

as operating activities

in the statement

of cash flows.

The

cost of ongoing rehabilitation is recognised in profit or loss as incurred.

Amounts in R million

Note

2022

2021

Opening balance

570.8

568.9

Unwinding of provision

45.0

44.7

Change in estimate of environmental rehabilitation recognised in profit or loss

5.1

(2.2)

(12.4)

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

(67.2)

26.4

Environmental rehabilitation payments (b)

(28.7)

(56.8)

reduce decommissioning liabilities

(25.4)

(51.0)

reduce restoration liabilities

(3.3)

(5.8)

Closing balance

517.7

570.8

Environmental rehabilitation payments to reduce the liability

(28.7)

(56.8)

Ongoing rehabilitation expenditure

(31.6)

(48.3)

Total

cash spent on environmental rehabilitation

(60.3)

(105.1)

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 to decommissioning asset

During the

current year,

updates were

made

to the

Ergo life

of mine,

resulting in

the inclusion

of the

Daggafontein TSF

as a

Mineral Reserve on

a planned basis

increasing the life

of mine. During

the current year,

updates were also

made to the FWGR

life of mine, changing the expected timing of environmental rehabilitation cash outflows.

(b)

Environmental rehabilitation payments

38ha of

the Brakpan/Withok

TSF,

3ha of

the Daggafontein

TSF and

17ha of

the Driefontein

4 TSF

were vegetated

during the

year.

GROSS COST TO REHABILITATE

The

Group

estimates

that,

based

the

life

mine

plan

and

current

environmental

and

regulatory

requirements,

the

total

undiscounted rehabilitation cost is approximately R

815.1

million (2021: R

742.2

million).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2022

F-20

INVESTMENTS IN REHABILITATION

AND OTHER 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

(“old environmental rehabilitation policy”)

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

the

cell

captive

under

the

old

environmental

rehabilitation

policy

are

for

the

sole

use

material

future

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

Investments in Guardrisk Cell Captive

Funds invested in the Guardrisk

Cell Captive, held within

Guardrisk Insurance Company Limited

(“

GICL

”) or “

Guardrisk

” are non-

derivative financial assets categorised as financial assets

measured at fair value through profit

and loss as the funds are invested

by Guardrisk in liquid money market

funds.

These assets are initially measured

at fair value and subsequent

changes in fair value

are recognised

in profit

or loss

as they

arise and

included in

finance income.

The investments

in GICL

are for

the sole

use of

environmental financial guarantees, Directors’ and Officers’ insurance and other insurance requirements.

The investment in the

Guardrisk Cell Captive is

for the sole

use as determined in

the insurance policies and

are therefore included

in non-current assets.

Investment in Guardrisk Cell Captive – Funding of environmental rehabilitation activities

(refer note 11)

During the current year

the Group made a

decision to change its

method of providing for

environmental rehabilitation from

funding

specific

rehabilitation

trust

financial

guarantees

which

allowed

method

terms

the

National

Environmental

Management

Act. A

new

ring-fenced policy

to the

funds

was concluded.

this

regard,

the rehabilitation

trust directly

transferred a total amount of R

579.5

million to the new ring-fenced policy with GICL in terms of which, GICL issued rehabilitation

financial guarantees. The new ring-fenced policy has replaced the old environmental rehabilitation

policy which lapsed during the

year. The funds are

ring-fenced for the sole objective of future rehabilitation during and at

the end of the relevant life of mine. All

the required approvals for the change in method and transfer of the rehabilitation trust funds were obtained from the Department

of Mineral Resources

and Energy (“

DMRE

”) and a

thorough consideration of

tax and legal

impacts were completed

prior to the

funds being transferred to GICL.

Environmental

rehabilitation

payments

reduce

the

environmental

rehabilitation

obligations

and

ongoing

rehabilitation

expenditure are mostly funded by cash generated from operations.

GICL has guarantees

in issue amounting

to R

614.0

million (2021: R

430.1

million) to the DMRE

on behalf of DRDGOLD

the

environmental

obligations.

The

funds

for

environmental

rehabilitation

the

cell

captive

serve

collateral

for

these

guarantees.

Investment in Guardrisk Cell Captive – Directors’ and Officers’ insurance

During

the current

year premiums

were paid

into the

Guardrisk Cell

Captive for

the creation

of self-insurance

for the

Group’s

Directors and Officers.

Investment in Guardrisk Cell Captive – Other funds

These are existing

funds within the cell

captive which were previously

part of the old

environmental rehabilitation policy held

for

purposes of obtaining environmental rehabilitation guarantees. The policy came to an end during the financial

year, but the funds

remained within the cell captive for future insurance applications.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2022

F-21

INVESTMENTS IN REHABILITATION

AND OTHER FUNDS

continued

Amounts in R million

Note

2022

2021

Cash and cash equivalents in environmental rehabilitation trust funds

564.7

Opening balance

564.7

542.2

Transfer to Investment in Guardrisk Cell Captive

(579.5)

Growth

14.8

22.5

Reimbursive right for environmental rehabilitation guarantees

87.5

Opening balance

87.5

83.8

Lapsing of old environmental rehabilitation policy retained in Guardrisk Cell Captive

(89.3)

Growth

1.8

3.7

Investment in Guardrisk Cell Captive (a)

710.8

Opening balance

Transfer to Guardrisk cell captive

668.8

Contributions

28.9

Growth

13.1

Investments in rehabilitation and other funds

710.8

652.2

(a) Investment in Guardrisk Cell Captive

The investment in the cell captive is allocated as follows:

710.8

Environmental rehabilitation

589.8

Directors’ and Officers’ insurance

29.5

Other funds

91.5

CREDIT RISK

The Group

is exposed

to credit

risk on

the total

carrying value

of the

investments held

in the

environmental rehabilitation

trust

funds and the Guardrisk Cell Captive.

The Group manages its exposure to credit risk

by mandating the Guardrisk Cell Captive to diversify

the funds 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

2022

2021

100

bp increase

7.1

5.6

100

bp (decrease)

(7.1)

(5.6)

FAIR VALUE

OF FINANCIAL INSTRUMENTS

The fair

value of

investment in

Guardrisk Cell

Captive approximate

their carrying

value due

to the

short-term maturities

of the

underlying funds invested by Guardrisk

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2022

F-22

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

2022

2021

Cash on hand

113.2

100.5

Access deposits and income funds

2,401.7

2,069.2

Restricted cash

10.7

10.3

2,525.6

2,180.0

Interest earned on cash and cash equivalents

111.8

108.7

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

5.38

% and

6.38

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

2022

2021

100

bp increase

23.5

19.5

100

bp (decrease)

(23.5)

(19.5)

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

2022

2021

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

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

Amounts in R million

2022

2021

Strengthening of the Rand against the US Dollar

(5.5)

(4.9)

Weakening of the Rand against the US Dollar

5.5

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, 2022

F-23

CASH GENERATED

FROM OPERATIONS

Amounts in R million

Note

2022

2021

2020

Profit for the year

1,123.8

1,439.9

635.0

Adjusted for

Income tax

18.1

334.3

523.7

343.9

Depreciation

267.6

252.5

270.8

Movement in gold in process and finished inventories - Gold Bullion

5.1

(30.4)

25.6

(3.1)

Change in estimate of environmental rehabilitation

(2.2)

(12.4)

(21.9)

Environmental rehabilitation payments to reduce the restoration liabilities

(3.3)

(5.8)

(8.1)

Share-based payment expense/(benefit)

5.3

18.4

(28.3)

224.1

Gain on disposal of property, plant and equipment

5.2

(6.6)

(0.1)

(0.7)

Insurance claim receivable

5.2

(31.7)

Finance income

(225.8)

(216.2)

(109.8)

Finance expense

74.8

69.5

68.8

Other non-cash items

3.8

(2.5)

2.6

Operating cash flows before other changes

1,522.7

2,045.9

1,401.6

Changes in

62.9

(194.9)

(92.0)

Trade and other receivables

25.7

6.9

(79.0)

Consumable stores and stockpiles

(18.9)

(44.7)

(26.4)

Payments made under protest

(15.2)

(8.1)

(10.6)

Trade and other payables

71.3

(149.0)

24.0

Cash generated from operations

1,585.6

1,851.0

1,309.6

Includes settlement of cash-settled long-term incentives

for 2021: R

183.3

million, 2020: R

41.5

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

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 to the bullion

banks. Settlement is

usually received on the

gold sold date. Previously

trade

receivables related to gold sold on the bullion market by Rand Refinery in its capacity as an agent for the Group. Settlement was

usually received

two working days

from gold sold date.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2022

F-24

TRADE AND OTHER RECEIVABLES

continued

Amounts in R million

2022

2021

Trade receivables

56.5

Value Added Tax

75.1

50.2

Other receivables

57.4

21.2

Prepayments

19.2

17.4

Allowance for impairment

(2.2)

(1.2)

149.5

144.1

1 Other receivables includes the outstanding COVID-19

insurance claim amount of R

31.7

million (refer to note 5.2) which was received

subsequent to year end.

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

credit

risk

trade

receivables

selling

gold

cash

delivery

basis.

The

Group

manages its

exposure to

credit risk

on other

receivables by

establishing a

maximum payment

period of

days, and

ensuring

that counterparties

are of

good credit

standing and

transacting on

a secured

or cash

basis where

considered necessary.

The

majority of other

receivables, excluding the COVID-19

insurance claim, comprises balances

with counterparties who have

been

transacting

with

the

Group

for

over

5 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:

2022

2021

Amounts in R million

Non-credit

impaired

Credit

impaired

Non-credit

impaired

Credit

impaired

Trade receivables

56.5

Other receivables

55.2

2.2

20.0

1.2

55.2

2.2

76.5

1.2

Loss allowance

(2.2)

(1.2)

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

Amounts in R million

2022

2021

Balance at the beginning of the year

(1.2)

(2.6)

Credit loss allowance/impairments recognised included in operating costs

(1.1)

(0.2)

Credit loss allowance/impairments reversed included in operating costs

0.1

1.3

Credit loss allowance written off against related receivable

0.3

Balance at the end of the year

(2.2)

(1.2)

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

entered into

during the

year ended

June 30,

2022 were

at spot

rates and no foreign exchange rate hedges are entered into. From April 11, 2022, The USD to be received from bullion sales are

sold on the same date as the

respective bullion sale to settle in ZAR to

the Group. Prior to April 11,

2022, Rand Refinery,

acting

as an agent for the Group, sold the USD received from bullion sales on the same date as the respective bullion sale. As a result,

trade receivables are not exposed to fluctuations in the US Dollar/South African Rand exchange rate.

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, 2022

F-25

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

2022

2021

Trade payables and accruals

429.1

352.9

Value Added Tax

0.2

4.5

Accrued leave pay

55.7

53.2

Accrual for short term performance based incentives

87.5

74.2

Payroll accruals

25.9

25.0

598.4

509.8

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

(1.8)

RELATED PARTY

BALANCES

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

Sibanye-Stillwater

25.8

12.0

Rand Refinery

0.6

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

2022

2021

Consumable stores

197.5

177.6

Ore stockpile

51.9

52.9

Gold in process

75.1

59.6

Finished inventories - Gold Bullion

64.8

49.9

Total inventories

389.3

340.0

Inventory carried at net realisable value includes:

Gold in process

8.5

Finished inventories - Gold Bullion

7.9

Write down to net realisable value included in movement in gold in process and finished

stock

(2.7)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2022

F-26

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,

2022 of

approximately R

18.7

million (2021: R

14.2

million; 2020: R

10.3

million).

The assessment of the probability that future taxable

profits will be available against which the tax losses

and unredeemed capital

expenditure can be

utilised requires the

use of 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

incurred.

different

interpretation

SARS

regarding

the

deductibility

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 it 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

Deferred

tax is

recognised in

respect

of temporary

differences

between

the carrying

amounts

and

the tax

bases of

assets

and

liabilities.

Deferred

tax

not

recognised

the

initial

recognition

assets

liabilities

transaction

that

not

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 substantively 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.

Current tax on

gold mining income

for the periods

presented was 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 the 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 and mining tax rate formula and broadening the tax base

On February

23, 2022 the

Minister of

Finance announced in

his budget speech

that the corporate

income tax

(“

CIT

”) rate will

lowered from

% to

% for companies with years of assessment commencing on

or after April 1, 2022. The mining operations of

the Group accounts for income tax using the gold mining tax formula

as opposed to the CIT rate. The gold mining tax formula was

changed to Y

= 33 -

165/X for years

of assessment commencing

on or after

April 1, 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.

Section

23M

which

limits

the

deduction

interest

payable

certain

parties

who

are

not

subject

tax

was

significantly widened. A maximum of R

million or

% of assessed losses (whichever is greater) is permitted to be set-off against

taxable income.

The

deferred

tax

assets

and

liabilities

for

the

Group

have

been

calculated

taking

into

account

the

above

changes

they

are

effective for the financial year and year of assessment commencing July 1, 2022.

Deferred

tax is

recognised using

the gold

mining tax

formula to

calculate a

forecast

weighted average

tax rate

considering

the

expected timing of the

reversal of temporary differences.

The formula is calculated

as: Y = 33

– 165/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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2022

F-27

INCOME TAX

continued

Amendment in the corporate income tax rate and mining tax rate formula and broadening the tax base

continued

Due to

the forecast

weighted average

tax rate

being based on

the expected

future profitability,

the tax

rate can

vary significantly

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

The forecast

weighted average

deferred tax

rate of

Ergo has

decreased from

% to

% as

a result

of the

change in

the gold

mining tax

formula and increase

in the life

of mine and

increases in operating

costs. The forecast

weighted average deferred

tax

rate of FWGR has decreased from

% to

% as a result of the change in the gold mining tax formula.

18.1

INCOME TAX EXPENSE

Amounts in R million

2022

2021

2020

Current tax

(261.6)

(423.7)

(263.2)

Mining tax

(250.2)

(423.7)

(263.2)

Non-Mining, company and capital gains tax

(11.4)

Deferred tax

(72.7)

(100.0)

(80.7)

Deferred tax charge - Mining tax

(119.9)

(104.0)

(59.1)

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

1.6

(19.1)

(2.1)

Deferred tax rate adjustment

45.6

(20.7)

Recognition of previously unrecognised tax losses

0.4

7.8

(Derecognition of previously recognised)/Recognition of previously unrecognised

tax losses of a capital nature

(1.2)

1.2

(Derecognition of previously recognised)/Recognition of previously unrecognised

deductible temporary differences

(0.4)

16.5

(334.3)

(523.7)

(343.9)

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

(408.3)

(549.9)

(274.1)

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

gold mining formula

36.4

3.7

(0.9)

Deferred tax rate adjustment (a)

45.6

(20.7)

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

initial recognition (b)

(22.2)

(21.2)

(21.4)

Non-deductible expenditure (c)

(7.3)

(6.2)

(7.9)

Exempt income and other non-taxable income (d)

19.0

22.8

2.4

(Derecognition of previously recognised)/Recognition of previously unrecognised

deductible temporary differences

(0.4)

16.5

(Derecognition of previously recognised)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

0.4

7.8

Current year tax losses for which no deferred tax was recognised

(1.4)

(0.1)

(23.5)

Other items

3.6

3.3

0.4

Tax

incentives

0.3

0.8

0.6

Income tax

(334.3)

(523.7)

(343.9)

(a) Deferred tax rate adjustment

Ergo’s forecast weighted average deferred tax rate decreased to

% (2021: remained unchanged at

%; 2020: increased from

% to

% due to an increase in forecast taxable income of Ergo).

FWGR’s forecast weighted average deferred tax rate decreased to

% (2021 and 2020: remained unchanged at

%).

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

Depreciation of R

72.1

million (2021: R

68.7

million; 2020: R

73.2

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:

●

21.1

million discount recognised on Payments made under protest (2021: R

7.4

million; 2020: R

7.1

million);

●

17.8

million expenditure

not incurred

in generation

of taxable

income or

capital in

nature (2021:

17.0

million; 2020:

2.7

million);

and

●

5.8

million net operating

cost related to

Ergo Business Development

Academy Not for

Profit Company that

is not deductible

as it is exempt from income tax (2021: R

nil

; 2020: R

14.6

million).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2022

F-28

INCOME TAX

continued

18.1

INCOME TAX EXPENSE

continued

(d) Exempt income and other non-taxable income

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

●

71.5

million dividends received (2021: R

76.1

million; 2020: R

4.3

million);

●

5.8

million unwinding recognised on Payments made under protest (2021: R

4.8

million; 2020: R

4.0

million); and

●

nil

net operating

income related

to Ergo

Business Development

Academy Not

for Profit Company

that is

not taxable

as it

exempt from income

tax (2021: R

1.0

million; 2020 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.

18.2

DEFERRED TAX

Amounts in R million

2022

2021

Included in the statement of financial position as follows:

Deferred tax assets

14.5

5.8

Deferred tax liabilities

(451.9)

(377.1)

Net deferred tax liabilities

(437.4)

(371.3)

Reconciliation of the deferred tax balance:

Balance at the beginning of the year

(371.3)

(265.1)

Recognised in profit or loss

(72.7)

(100.0)

Recognised in other comprehensive income

6.6

(6.2)

Balance at the end of the year

(437.4)

(371.3)

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

2022

2021

Deferred tax liabilities

Property, plant and equipment (excluding unredeemed capital allowances)

(537.6)

(494.4)

Environmental rehabilitation obligation funds

(63.3)

(60.2)

Other investments

(0.9)

(7.4)

Gross deferred tax liabilities

(601.8)

(562.0)

Deferred tax assets

Environmental rehabilitation obligation

105.6

124.5

Other provisions

49.3

46.7

Other temporary differences

4.6

14.3

Estimated tax losses

4.1

Estimated unredeemed capital allowances

0.8

1.1

Gross deferred tax assets

164.4

190.7

Net deferred tax liabilities

(437.4)

(371.3)

Includes the temporary differences on the lease liability

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

Amounts in R million

2022

2021

Estimated tax losses

18.1

16.7

Estimated tax losses - Capital nature

313.6

325.2

Unredeemed capital expenditure

252.0

253.3

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.

A maximum of

million

% of assessed losses (whichever is greater) is permitted to be set-off per year against taxable income.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2022

F-29

EMPLOYEE BENEFITS

ACCOUNTING POLICIES

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

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” or “ELTI”)

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

Rnil and will vest in 3

tranches:

% and

% on the 3

rd,

and

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

2022

2021

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

Opening balance

227.6

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

5.3

(44.3)

Vested and paid

(183.3)

Liability for CLTI scheme at the end of the year

Reconciliation of outstanding phantom shares

2022

2021

Weighted

average

price

Number

R per share

Number

R per share

Opening balance

9,845,638

Vested and paid

(9,845,638)

18.62

Closing balance

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2022

F-30

EMPLOYEE BENEFITS

continued

19.2

EQUITY SETTLED LONG-TERM INCENTIVE SCHEME

(“new LTI scheme”

or “ELTI scheme”)

Amounts in R million

2022

2021

2020

Share-based payment expense - ELTI scheme

18.4

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 Gold

Mining Company

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

50th to < 75th percentile

≥ 75th percentile

100

Reconciliation of the number of conditional shares

2022

2021

Number

Weighted

average price

R per share

Number

Weighted

average price

R per share

Opening balance

7,840,620

5,860,760

Granted

October 22, 2020

1,979,860

October 20, 2021

3,508,232

Vested

(2,862,654)

14.02

Forfeited

(892,528)

Closing balance

7,593,670

7,840,620

Vesting on

7,593,670

7,840,620

December 2, 2021

2,930,380

December 2, 2022

2,715,604

2,930,380

October 22, 2023

1,666,778

1,979,860

October 20, 2024

3,211,288

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 20, 2021

October 22, 2020

December 2, 2019

Vesting date

October 20, 2024

October 22, 2023

December 2, 2022

Weighted average fair value of 80% performance shares

7.34

10.49

4.12

Weighted average fair value of 20% retention shares

12.32

18.67

5.49

Expected term (years)

Grant date share price of a DRDGOLD share

13.55

19.43

6.15

Expected dividend yield

3.15

1.33

3.81

Expected volatility

60.20

63.07

53.80

Expected risk free rate

5.78

3.82

6.80

The performance conditions are included in the

measurement of the grant date fair value as they

are classified as market-based performance

conditions

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2022

F-31

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, 2022

F-32

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, 2022 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

2022

2021

2020

- Board fees paid

7.8

7.6

6.2

- Salaries paid

82.5

75.5

67.3

- Short term incentives relating to this cycle

84.1

73.8

63.6

- Market value of long-term incentives vested and transferred

19.2

40.1

- Long term incentives paid during the cycle

19.1

183.3

41.5

214.5

340.2

178.6

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, 2022

and June

30, 2021

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

consolidated

debt

ratio

(net

debt

adjusted

EBITDA)

than

2:1

and

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, 2022 or June 30, 2021.

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.

No amounts

were drawn

under this

facility as

at June

30, 2022.

Pursuant to

the Group

having started

to evaluate

its funding

structure for its expanded budgeted capital expenditure programme in future years, a decision was made to not renew the RCF.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2022

F-33

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.

Preference shareholders participate only to the

extent of the face value of the

shares. Holders of preference shares do not

have

the right to participate in any additional dividends declared for ordinary shareholders. These shares do not have voting rights.

Amounts in R million

2022

2021

2020

Authorised share capital

1,500,000,000

, (2021 and 2020:

1,500,000,000

) ordinary shares of

par value

5,000,000

(2021 and 2020:

5,000,000

) cumulative preference shares of

cents each

0.5

Issued share capital

864,588,711

(2021 and 2020:

864,588,711

) ordinary shares of

par value

6,208.4

6,612,266

(2021 and 2020:

9,474,920

) treasury shares held within the Group (a)

(35.6)

(51.0)

5,000,000

(2021 and 2020:

5,000,000

) cumulative preference shares of 10 cents each

0.5

6,173.3

6,157.9

RELATED PARTY

RELATIONSHIPS AND TRANSACTIONS

(a)

Treasury shares

DRDGOLD Limited

are

held

in treasury

Ergo Mining

Operations Proprietary

Limited

EMO

").

shares were

acquired in the market during

the year ended June 30,

2022, the year ended June

30, 2021 or the

year ended June 30, 2020

During

the

year

ended

June

30,

2022

2,862,654

were

used

settle

the

equity settled

share-based

payment,

nil

cashflow

the

Group.

15.4

million,

representing

the

average

cost

the

treasury

used

settle

the

based

payment, was transferred to retained earnings.

21.2

DIVIDENDS

Amounts in R million

2022

2021

2020

Dividends paid during the year net of treasury shares:

Final dividend declared relating to prior year:

SA cents per share (2021:

SA cents

per share; 2020:

SA cents per share)

342.0

299.3

137.5

First interim dividend:

SA cents per share (2021:

SA cents per share; 2020:

cents per share)

171.6

342.0

213.8

Second interim dividend nil SA cents per share (2021: nil SA cents per share; 2020:

SA cents per share)

213.8

Total

513.6

641.3

565.1

After June 30, 2022, 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, 2022. The

dividend has not been provided as at June 30, 2022 and does not

have

any tax impact on the Group.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2022

F-34

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

(“

Ergo

”) and

Far West

Gold Recoveries

Proprietary Limited

(“

FWGR

”) 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 in

allocating resources

and assessing

performance of

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

these amounts

is the

segment operating

profit or

loss. Therefore,

segment operating

profit has

been disclosed

as the

primary

measure of profit or loss. The CODM also considers the additions to property, plant and equipment.

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 entailed

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 April 1, 2019.

Corporate office

and other

reconciling items

(collectively referred

to as

"Other reconciling

items"

) represent

the items

reconcile

consolidated

financial

statements.

This

does

not

represent

separate

segment

does

not

generate

mining

revenue.

Note condensed during the current year. Changes also affected on comparatives.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2022

F-35

OPERATING SEGMENTS

continued

Other

2022

reconciling

Amounts in R million

Ergo

FWGR

items

Total

Revenue (External)

3,704.9

1,413.6

5,118.5

Cash operating costs

(3,009.8)

(454.0)

(3,463.8)

Movement in gold in process and finished inventories - Gold Bullion

35.2

(4.8)

30.4

Segment operating profit

730.3

954.8

1,685.1

Additions to property, plant and equipment

(436.2)

(162.2)

(598.4)

Reconciliation of segment operating profit to profit after tax

Segment operating profit

730.3

954.8

1,685.1

Depreciation

(134.5)

(131.6)

(1.5)

(267.6)

Change in estimate of environmental rehabilitation recognised in

profit or loss

2.3

(0.1)

2.2

Ongoing rehabilitation expenditure

(30.1)

(1.5)

(31.6)

Care and maintenance

(5.9)

Other operating costs

(4.9)

(0.2)

(0.1)

(5.2)

Other income

70.1

21.2

91.3

Administration expenses and other costs

(7.7)

(13.8)

(139.7)

(161.2)

Finance income

22.4

19.0

184.4

225.8

Finance expense

(58.8)

(10.8)

(5.2)

(74.8)

Current tax

(12.9)

(237.3)

(11.4)

(261.6)

Deferred tax

(45.3)

(29.6)

2.2

(72.7)

Profit after tax

530.9

570.2

22.7

1,123.8

Reconciliation of cost of sales to cash operating costs

Cost of sales

(3,141.8)

(592.1)

(7.6)

(3,741.5)

Depreciation

134.5

131.6

1.5

267.6

Change in estimate of environmental rehabilitation recognised in

profit or loss

(2.3)

0.1

(2.2)

Movement in gold in process and finished inventories - Gold Bullion

(35.2)

4.8

(30.4)

Ongoing rehabilitation expenditure

30.1

1.5

31.6

Care and maintenance

5.9

Other operating costs

4.9

0.2

0.1

5.2

Cash operating costs

(3,009.8)

(454.0)

(3,463.8)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2022

F-36

OPERATING SEGMENTS

continued

Other

2021

reconciling

Amounts in R million

Ergo

FWGR

items

Total

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

Additions to property, plant and equipment

(250.9)

(143.3)

(1.5)

(395.7)

Reconciliation of segment operating profit to profit after tax

Segment operating profit

1,244.6

926.1

2,170.7

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

Ongoing rehabilitation expenditure

(46.6)

(1.7)

(48.3)

Care and maintenance

(3.9)

Other operating expenses

2.4

Other income

0.1

Administration expenses and other costs

15.0

1.8

(80.8)

(64.0)

Finance income

21.0

17.2

178.0

216.2

Finance expense

(45.8)

(9.8)

(13.9)

(69.5)

Current tax

(196.1)

(227.6)

(423.7)

Deferred tax

(66.6)

(37.4)

4.0

(100.0)

Profit after tax

799.6

553.0

87.3

1,439.9

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

(2.4)

Cash operating costs

(2,666.5)

(406.2)

(3,072.7)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2022

F-37

OPERATING SEGMENTS

continued

Other

2020

reconciling

Amounts in R million

Ergo

FWGR

items

Total

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

Additions to property, plant and equipment

(114.4)

(68.0)

(0.3)

(182.7)

Reconciliation of segment operating profit to profit after tax

Segment operating profit

792.1

770.0

1,562.1

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

Ongoing rehabilitation expenditure

(22.3)

(2.0)

(24.3)

Care and maintenance

(11.1)

Other operating expenses

(27.6)

(3.1)

(30.7)

Other income

0.7

Administration expenses and other costs

(131.6)

(20.7)

(157.6)

(309.9)

Finance income

28.9

28.1

52.8

109.8

Finance expense

(48.8)

(14.3)

(5.7)

(68.8)

Current tax

(145.8)

(117.4)

(263.2)

Deferred tax

6.6

(86.5)

(0.8)

(80.7)

Profit after tax

320.9

436.6

(122.5)

635.0

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

Other operating costs

27.6

3.1

30.7

Cash operating costs

(2,274.0)

(352.0)

(2,626.0)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2022

F-38

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 (as defined below);

•

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 finance income.

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 finance expense.

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, 2022

F-39

PAYMENTS

MADE UNDER PROTEST

continued

Amounts in R million

Note

2022

2021

Balance at the beginning of the year

40.5

35.0

Payments made under protest

15.2

8.1

Discount on initial payment made under protest and change in estimate

(21.1)

(7.4)

Unwinding

5.8

4.8

Balance at the end of the year

40.4

40.5

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

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

(refer note 26.3).

The balance at the end of the year was based on the following assumptions:

●

discount rate:

11.80

% (2021:

11.68

%) representing the Municipality maximum cost of borrowing on bank loans as disclosed in

their June 30, 2021 annual report; and

●

discount period:

June 30, 2027

(2021:

June 30, 2024

) representing management’s

best estimate of

the date of

conclusion of

the Main Application and is supported by

external legal counsel. The discount period has

increased due to delays in obtaining

hearing dates due to back log cases at the court which began during the COVID-19 pandemic.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2022

F-40

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

other

comprehensive

income

(“

OCI

”),

and

are

never

reclassified to profit or 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 OCI.

Amounts in R million

held

% held

2022

2021

Listed investments (Fair value hierarchy Level 1):

West Wits Mining Limited ("

WWM

47,812,500

2.4%

10.7

43.5

Total

listed investments

10.7

43.5

Unlisted investments (Fair value hierarchy Level 3):

Rand Refinery Proprietary Limited ("

Rand Refinery

44,438

11.3%

136.1

119.3

Rand Mutual Assurance Company Limited B Share Business Fund ("

RMA

12,659

1.3%

4.4

4.1

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

140.7

123.6

Balance at the end of the year

151.4

167.1

Fair value adjustment on equity instruments at fair value through OCI

(15.7)

(28.2)

WWM

(32.8)

31.5

Rand Refinery

16.8

(59.1)

RMA

0.3

(0.6)

Dividends received on equity instruments at fair value through OCI

(71.5)

(76.1)

Rand Refinery

(70.1)

(72.3)

RMA

(1.4)

(3.8)

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

3.5

% to

2.4

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

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, 2022

F-41

OTHER INVESTMENTS

continued

25.1

RAND REFINERY

Amounts in R million

2022

2021

Balance at the beginning of the year

119.3

178.4

Fair value adjustment on equity investments at fair value through other comprehensive income

16.8

(59.1)

Balance at the end of the year

136.1

119.3

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 fair

value of

Rand Refinery

increased as

a result

of an

increase in

cash on

hand. The

enterprise value

of the

refining operations

Rand

Refinery

decreased

because

increase

budgeted

operating

costs.

The

value

the

forecasted

dividends

for

Prestige Bullion decreased as a result of a decrease in the discount period due to the model being finite.

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

% (2021:

16.5

% and

17.0

%), respectively, were

applied. The

latest budgeted

cash flow

forecasts provided

by Rand

Refinery as

at June

30, 2022

was used,

and therefore

classified

as an unobservable input into the models. Other key observable/unobservable inputs into the model include:

Amounts in R million

Observable/unobservable input

Unit

2022

2021

Rand Refinery operations

Forecast average gold price

Observable input

R/kg

880,207

847,317

Forecast average silver price

Observable input

R/kg

11,209

11,751

Average South African CPI

Observable input

4.4

South African long-term government bond rate

Observable input

10.26

9.5

Terminal

growth rate

Unobservable input

4.4

Weighted average cost of capital

Unobservable input

15.9

15.1

Investment in Prestige Bullion

Discount period

Unobservable input

years

Cost of equity

Unobservable input

14.2

16.5

Sensitivity analysis

The fair value measurement is most

sensitive to the Rand denominated gold

price and operating costs. The higher the

gold price,

the higher the

fair value of

the Rand Refinery

investment. The higher

the operating costs,

the lower the

fair value of

Rand Refinery.

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)

3.3

(3.3)

Commodity prices (Gold and silver)

Observable inputs

(1)

2.8

(2.8)

Operating costs

Unobservable inputs

(1)

(2.6)

2.6

Weighted average cost of capital

Unobservable inputs

(1)

(0.1)

0.1

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)

(1.0)

1.0

Prestige Bullion dividend forecast

Unobservable inputs

(1)

0.3

(0.3)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2022

F-42

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

more 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, 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 fund managing the compensation for the Applicants has started disbursing funds to the claim beneficiaries.

The DRDGOLD Respondents, DRDGOLD Limited and East Rand Proprietary Mines Limited, are not a party to the settlement

between the Applicants and Settling Companies and 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.

In terms of the class action, the DRDGOLD respondents has lodged an appeal against certain aspects of the class action, inter

alia the extension of the remedy entertained in the class action, and the inclusion of tuberculosis as a basis for liability. The

Appeal record has been finalised and the allocation of a date for the hearing of the Appeal is November 11, 2022.

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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2022

F-43

CONTINGENCIES

continued

26.2

CONTINGENT LIABILITY FOR ENVIRONMENTAL

REHABILITATION

continued

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.

During the current

year, a

report was produced

regarding the extent

of ground water

seepage from the

Brakpan/Withok tailings

storage

facility

expert.

The

report

suggests

that

scavenger

boreholes

constructed

around

the

dam

deal

with

the

seepage. The majority of the scavenger boreholes have been

constructed and are currently operational and the results are being

monitored. Management is currently

investigating a sustainable solution

to deal with the

seepage post the closure

of the mine and

therefore no reliable estimate can be made for the post closure liability.

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 in

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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2022

F-44

FINANCIAL INSTRUMENTS

continued

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. The Risk Committee

(“

”) which is 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

AND OTHER FUNDS

NOTE 13

CASH AND CASH EQUIVALENTS

NOTE 15

TRADE AND OTHER RECEIVABLES

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

AND OTHER 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

The Group holds

cash denominated in

a foreign currency.

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

for the year ended June 30, 2022

F-45

FINANCIAL INSTRUMENTS

continued

LIQUIDITY RISK

Liquidity risk is the

risk that the Group will

not be able to meet

its financial obligations as they

fall due. The Group’s approach

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 5.3

ADMINISTRATION EXPENSES AND OTHER COSTS

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, 2022 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

24 2022, the

Board declared a

final dividend

for the year

ended June

30, 2022 of

SA cents

per qualifying share

amounting to R

342.0

million, which was paid on September 26, 2022.

Receipt of COVID-19 insurance claim

During September and October, 2022, a total amount of R

31.7

million was received on the balance receivable at June 30, 2022.

Conditional shares granted

On 19 October

2022,

4,922,751

conditional shares were

granted to qualifying

employees under the

current equity settled

long-

term incentive scheme.

These are expected

to vest on

19 October 2025.

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

799,595

A J Davel

425,680

Prescribed officers

W J Schoeman

425,680

E Beukes

57,100

ITEM 19. EXHIBITS

The following

exhibits are

filed as a part

of this Annual

Report:

1.1

(1)

Memorandum of

Association

of DRDGOLD Limited.

1.2

(6)

Articles of

Association of

DRDGOLD Limited,

as amended on

November 8, 2002.

http://www.sec.gov/Archives/edgar/data/1023512/000104746902008746/a2096282zex-1_2.txt

1.3

(1)

Excerpts of

relevant provisions

of the South

African Companies

Act.

1.5

(9)

Memorandum of

Incorporation,

as amended on

November 30,

2012.

http://www.sec.gov/Archives/edgar/data/1023512/000120561313000188/ex1_5.htm

2.1

(1)

Excerpts of

relevant provisions

of the Johannesburg

Stock Exchange

Listings Requirements.

2.2

(4)

Indenture between

DRDGOLD Limited,

as Issuer, and The

Bank of New

York Mellon, as Trustee, dated

November

12, 2002.

http://www.sec.gov/Archives/edgar/data/1023512/000104746902008746/a2096282zex-2_2.txt

4.1

(2)

Deposit Agreement

among DRDGOLD

Limited, The

Bank of New York Mellon as

Depositary, and owners

and

holders of American

Depositary Receipts,

dated as of August

12, 1996, as

amended and restated

as of October

2, 1996,

as further

amended and restated

as of August

6, 1998, as

further amended

and restated

July 23, 2007.

4.2

(3)

Form of Non-Executive

Employment Agreement.

4.3

(3)

Form of Executive

Employment Agreement.

4.4

(4)

Agreement between

DRDGOLD Limited

and Rand Refinery

Limited, dated

October 12,

2001.

http://www.sec.gov/Archives/edgar/data/1023512/000104746902008746/a2096282zex-4_36.txt

4.5

(12)

Local Mine Bullion

Refining Agreement

between DRDGOLD

Limited and Rand

Refinery Limited,

dated June 27,

2018.

http://www.sec.gov/Archives/edgar/data/1023512/000102351218000003/exhibit4.htm

4.9

(8)

Sale of Shares and Claims Agreement entered into by Village

Main Reef Limited (“Village”),

DRDGOLD Limited

(“DRDGOLD”) (“Seller”), Business Venture

Investments No 1557 Proprietary Limited (“Purchaser”) and

Blyvooruitzicht Gold Mining Company Limited (“Blyvoor”)

dated February 11, 2012.

http://www.sec.gov/Archives/edgar/data/1023512/000120561312000150/ex4_140.htm

4.10

(9)

Heads of Agreement entered into by Trans

-Caledon Tunnel Authority (“TCTA’),

Ergo Mining Operations

Proprietary Limited (“EMO”), East Rand Proprietary Mines Limited (“ERPM”)

and Crown Gold Recoveries

Proprietary Limited (“CGR”) (collectively CGR, EMO and ERPM are called “the

Ergo Group”) dated November

28, 2012.

http://www.sec.gov/Archives/edgar/data/1023512/000120561313000188/ex4_39.htm

4.13(11)

Settlement Agreement between DRDGOLD Limited ("DRDGOLD") and

VMR Gold Investments 02 Proprietary

Limited ("VMR Gold") dated May 28, 2015.

http://www.sec.gov/Archives/edgar/data/1023512/000120561315000144/ex4_42.htm

8.1(13)

List of Subsidiaries

10.1(12)

DRD Exchange Agreement entered into by DRDGOLD Limited (“DRDGOLD”) and

Sibanye Gold Limited

http://www.sec.gov/Archives/edgar/data/1023512/000102351218000003/exhibit10.htm

10.2(12)

Sibanye-Stillwater Exchange Agreement entered into by Sibanye

Gold Limited and K2017449061 (South Africa)

Proprietary Limited (to be renamed WRTRP

Proprietary Limited) and including DRDGOLD Limited

(“DRDGOLD”)

http://www.sec.gov/Archives/edgar/data/1023512/000102351218000003/exhibit10002.htm

10.3(12)

DRD Guarantee issued by DRDGOLD Limited (“DRDGOLD”) to and

in favor of Sibanye Gold Limited.

http://www.sec.gov/Archives/edgar/data/1023512/000102351218000003/exhibit10003.htm

ITEM 19. EXHIBITS

The following

exhibits are

filed as a part

of this Annual

Report:

10.5

(12)

Closing and

Amending Agreement,

dated 20 July

2018, among Sibanye

Gold Limited,

WRTRP Proprietary

Limited

and DRDGOLD

Limited; each

of the following

annexures are

incorporated

by reference

to Sibanye-Stillwater's

Schedule 13-D,

Exhibit 99.5

filed with the

Securities and

Exchange Commission

on July 31, 2018

Annexure A —

Approval of Financial

Surveillance

Department of

SARB;

Annexure B —

JSE Approval

of DRD Circular;

Annexure C —

TRP Approval of

DRD Circular;

Annexure D —

Approval in

Terms of Competition

Act;

Annexure E —

Press Announcement

Confirming Approval

of DRD Shareholders;

Annexure F —

Environmental

Authorisations

and Waste Management Licences;

Annexure G —

Confirmation

of VAT

Registration

of Issuing Party;

Annexure H —

Lender’s Consent

in Terms of the Rand

Revolving Credit

Facility; and

Annexure I —

Employees of

the Business

as at the Delivery

Date of the

Closing and

Amending Agreement.

http://www.sec.gov/Archives/edgar/data/1023512/000110465918048791/0001104659-18-048791-index.htm

http://www.sec.gov/Archives/edgar/data/1023512/000102351218000003/exhibit10005.htm

10.6

(12)

Revolving Credit

Facility.

http://www.sec.gov/Archives/edgar/data/1023512/000102351218000003/exhibit10006.htm

10.8

(13)

ABSA Ergo Mining Performance Guarantee Number 175 02 0183033 G

10.9

(14)

Second Addendum to the Revolving Credit Facility Agreement entered into on August 1, 2018

12.1

(15)

Certification pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

12.2

(15)

Certification pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

13.1

(15)

Certification pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

13.2

(15)

Certification pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

16.1

(15)

Letter from KPMG Inc. to the Securities and Exchange Commission regarding a change in registrant's certifying

accountant

96.1

(15)

Technical Report Summary and Certification from Qualified person – FWGR

96.2

(15)

Technical Report Summary and Certification from Qualified person – Erg

101.INS

(15)

XBRL Instance

Document

101.SCH

(15)

XBRL Taxonomy Extension

Schema Document

101.CAL

(15)

XBRL Taxonomy Extension

Calculation

Linkbase Document

101.DEF

(15)

XBRL Taxonomy Extension

Definition Linkbase

Document

101.LAB

(15)

XBRL Taxonomy Extension

Label Linkbase

Document

101.PRE

(15)

XBRL Taxonomy Extension

Presentation

Linkbase Document

___________

ITEM 19. EXHIBITS

The following

exhibits are

filed as a part

of this Annual

Report:

(1)

Incorporated

by reference

to our Registration

Statement (File

No. 0-28800) on

Form 20-F.

(2)

Incorporated

by reference

to Amendment

No. 1 to our

Registration

Statement (File

No.

333-140850

) on Form F-6.

(3)

Incorporated

by reference

to our Annual

Report on Form

20-F for the

fiscal year

ended June 30,

2000.

(4)

Incorporated

by reference

to our Annual

Report on Form

20-F for the

fiscal year

ended June 30,

2002.

(5)

Incorporated

by reference

to our Annual

Report on Form

20-F for the

fiscal year

ended June 30,

2005.

(6)

Incorporated

by reference

to our Annual

Report on Form

20-F for the

fiscal year ended

June 30, 2006.

(7)

Incorporated

by reference

to our Annual

Report on Form

20-F for the

fiscal year

ended June 30,

2010.

(8)

Incorporated

by reference

to our Annual

Report on Form

20-F for the

fiscal year

ended June 30,

2012.

(9)

Incorporated

by reference

to our Annual

Report on Form

20-F for the

fiscal year

ended June 30,

2013.

(10)

Incorporated

by reference

to our Annual

Report on Form

20-F for the

fiscal year

ended June 30,

2014.

(11)

Incorporated

by reference

to our Annual Report

on Form 20-F for

the fiscal

year ended June

30, 2015.

(12)

Incorporated

by reference

to our Annual

Report on Form

20-F for the

fiscal year

ended June 30,

2018.

(13)

Incorporated

by reference

to our Annual

Report on Form

20-F for the

fiscal year

ended June 30,

2019.

(14)

Incorporated

by reference

to our Annual

Report on Form

20-F for the

fiscal year

ended June 30,

2020.

(15)

Filed herewith.

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, 2022

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DRDGOLD Limited (DRD) 20-F2022 FY Annual report (foreign)

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