DRDGOLD LIMITED - Results of General Meeting and Update Regarding the Transaction

Results of General Meeting and Update Regarding the Transaction

DRDGOLD LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1895/000926/06)
JSE share code: DRD
ISIN: ZAE000058723
NYSE trading symbol: DRD
(“DRDGOLD”)

RESULTS OF GENERAL MEETING AND UPDATE REGARDING THE TRANSACTION

Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear
the same meanings ascribed thereto in the circular to DRDGOLD shareholders, dated Monday,
26 February 2018 (“Circular”).

1.   Introduction

     Shareholders are referred to the Circular, in terms of which Shareholders were advised of, inter
     alia

     - the proposed acquisition by DRDGOLD of the WRTRP Assets, by way of the acquisition of a
       100% shareholding in WRTRP, from Sibanye-Stillwater in exchange for the allotment and
       issue by DRDGOLD of the Consideration Shares to Sibanye-Stillwater, such that
       Sibanye-Stillwater will hold approximately 38% of all DRDGOLD Shares in issue (including
       Treasury Shares) following the issue of the Consideration Shares (“Acquisition”);

     - the granting of the Option to Sibanye-Stillwater to subscribe for so many Issue Shares for
       cash as will result in Sibanye-Stillwater holding 50.1% of all DRDGOLD Shares in issue
       (including Treasury Shares) following the issue of the Consideration Shares and the Issue
       Shares (“Specific Issue”); and

     - the proposed waiver of the requirement for Sibanye-Stillwater to extend a mandatory offer to
       the remaining Shareholders to acquire any DRDGOLD Shares held by such persons, which
       results from Sibanye-Stillwater holding in excess of 35% of the voting securities of the
       Company, following the implementation of the Acquisition (“Waiver”).
     
     Furthermore, in order to, inter alia, give effect to the Acquisition and the Specific Issue,
     DRDGOLD is required to increase the authorised ordinary share capital of the Company, by way
     of an amendment to the DRDGOLD memorandum of incorporation (“DRDGOLD MOI”).
     DRDGOLD also proposed additional amendments to the DRDGOLD MOI, which include the
     alignment of the DRDGOLD MOI with the latest regulations.

2.   Results of voting at the General Meeting

     Shareholders are advised that at the General Meeting held on Wednesday, 28 March 2018, all of
     the Resolutions were adopted by the requisite majority of Shareholders present or represented
     by proxy.

     All Resolutions proposed at the General Meeting, together with the percentage of Shares
     abstained, as well as the percentage of votes carried for and against each Resolution, are as
     follows:

                                      Shares Voted              Abstentions           Votes for          Votes against

     Ordinary resolution 1:             323 776 482                  0.13%               99.74%                 0.26%
     Approval of the                         76.71%
     Acquisition
                                     
     Ordinary resolution 2:             323 571 062                  0.18%               99.71%                 0.29%
     Approval of the Waiver                  76.66%
     of the Mandatory Offer

     Ordinary resolution 3*:            323 571 272                  0.18%               99.69%                 0.31%
     Approval of the Specific                76.66%
     Issue

     Special resolution 1:              323 677 516                  0.16%               95.36%                 4.64%
     Approval of the increase                76.69%
     in the authorised
     ordinary share capital of
     DRDGOLD

     Special resolution 2:              323 265 226                  0.25%               99.51%                 0.49%
     Authorisation for the                   76.59%
     amendment of the
     DRDGOLD MOI

     Special resolution 3:              323 500 076                  0.20%               98.75%                 1.25%
     Authorisation to issue                  76.65%
     Shares

     Special resolution 4:              323 542 086                  0.19%               99.37%                 0.63%
     Authorisation to grant                  76.66%
     financial assistance

     * The percentage of voting rights required for this ordinary resolution to be adopted is a 75% majority of votes of
       Shareholders present or represented by proxy at the General Meeting.

     Notes:
     - Percentages of Shares voted are calculated in relation to the total issued ordinary share
       capital of DRDGOLD.
     - Percentages of Shares voted for and against are calculated in relation to the total number of
       Shares voted for each Resolution.
     - Abstentions are calculated as a percentage in relation to the total issued ordinary share
       capital of DRDGOLD.

3.   Update regarding the Transaction

     Although all the Resolutions were approved at the General Meeting (as detailed above),
     implementation of the Acquisition and the Specific Issue remain subject to the fulfilment or waiver
     of the remaining Acquisition Conditions and Specific Issue Conditions, respectively. The
     Acquisition Conditions are anticipated to be fulfilled or waived during the second quarter of 2018.

     Shareholders are further advised that an application will be made to the TRP to obtain a ruling
     with regard to the Waiver.

     A further announcement will be published in due course wherein Shareholders will be provided
     with an update on the Transaction.



Johannesburg
28 March 2018

Sponsor
One Capital

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