UNDERWRITING AGREEMENT

EXHIBIT 4.83

UNDERWRITING AGREEMENT

between

DRDGOLD LIMITED

and

THE PERSONS REFERRED TO IN SCHEDULE 1 HERETO

and

XXXXX STEEL CAPITAL MANAGERS LLP

TABLE OF CONTENTS

DEFINITIONS AND INTERPRETATION ..................................................................... 4

RESOLUTIVE CONDITIONS...................................................................................... 8

SUBSCRIPTION....................................................................................................... 9

CLAW-BACK OFFER ...............................................................................................10

ALLOTMENT AND ISSUE ........................................................................................11

COMMUNICATIONS ................................................................................................12

UNDERWRITING COMMISSION ...............................................................................12

WARRANTIES .........................................................................................................13

INDEMNITY..............................................................................................................13

10.

UNDERTAKINGS BY DRDGOLD ...............................................................................14

11.

BREACH ..................................................................................................................15

12.

ADDRESSES FOR LEGAL PROCESSES AND NOTICES.............................................16

13.

GENERAL ................................................................................................................17

14.

COSTS ................................................................................................................... 21

Schedule 1:

LIST OF UNDERWRITERS

Schedule 2:

WARRANTIES GIVEN BY DRDGOLD

Schedule 3:

WARRANTIES GIVEN BY THE UNDERWRITERS AND BSCM

UNDERWRITING AGREEMENT

between

DRDGOLD LIMITED

(a company duly incorporated in accordance with the laws of

the Republic of South Africa under registration number 1895/000926/06)

(“DRDGOLD”)

and

THE PERSONS REFERRED TO IN SCHEDULE 1 HERETO

(herein represented by BSCM as their duly authorised agent)

(“the Underwriters”)

and

XXXXX STEEL CAPITAL MANAGERS LLP

(an entity incorporated as a limited liability partnership in accordance with the laws of

England under registration number OC 301191)

(“BSCM”)

PREAMBLE:

DRDGOLD wishes to raise capital through the issue of new shares.

The Underwriters have agreed to subscribe for the Offer Shares on the basis that the

Offer Shares will be provisionally allotted to them, but that DRDGOLD will also offer

such Offer Shares to its existing shareholders in proportion to their shareholdings in

terms of a Claw-back Offer, together with the right to renounce this offer in favour of

third parties, and will only finally allot and issue to the Underwriters such number of

the Offer Shares as are not allotted and issued pursuant to the Claw-back Offer.

BSCM is the duly authorised agent of the Underwriters.

Accordingly, the Parties wish to enter into this Agreement to set out the terms and

conditions of the transaction referred to in paragraph B above.

THE PARTIES AGREE AS FOLLOWS:

DEFINITIONS AND INTERPRETATION

1.1

In this Agreement and the preamble above, the following words and phrases

shall have the following meanings, unless the context indicates otherwise:

1.1.1

“the Act”

means the Companies Act, Act 61 of 1973, as
amended, of the Republic of South Africa;

1.1.2

“this Agreement”

means this Underwriting Agreement, including
all of its Schedules;

1.1.3

“Business Day”

means any day other than a Saturday, Sunday
or statutory holiday in the Republic of South
Africa;

1.1.4

“Circular”

means the circular which will be required in
terms of the Listings Requirements of the JSE
to be posted to the Shareholders in connection
with the Claw-back Offer;

1.1.5

“Claw-back Offer”

means the rights offer referred to in clause 4;

1.1.6

“JSE”

means the JSE Securities Exchange South
Africa;

1.1.7

“Offer Shares”

means 15 804 116 ordinary no par value
shares in the authorised but unissued share
capital of DRDGOLD;

1.1.8

“Offer Price”

means the price of R5.50 per Offer Share;

1.1.9

“Parties”

means the parties to this Agreement, and
“Party” shall mean any of them, as the context
may require;

1.1.10

“Shareholders”

means all of the registered holders of ordinary
shares in the issued share capital of
DRDGOLD; and

1.1.11

“Signature Date”

means the date of signature of this Agreement
by the Party last signing it.

1.2

General Interpretation

For the purposes of this Agreement the following rules of construction shall

apply, unless the context requires otherwise:

1.2.1

the singular shall include the plural and vice versa;

1.2.2

a reference to any gender, whether masculine, feminine or neuter,

includes the other two;

1.2.3

any reference to a person includes, without being limited to, any

individual, body corporate, unincorporated association or other entity

recognised under any law as having a separate legal existence or

personality;

1.2.4

the Schedules form an integral part of this Agreement and words and

expressions defined in this Agreement shall bear, unless the context

otherwise requires, the same meaning in such Schedules. To the

extent that there is any conflict between the Schedules to this

Agreement and the provisions of this Agreement, the provisions of this

Agreement shall prevail;

1.2.5

if any provision in a definition is a substantive provision conferring

rights or imposing obligations on any Party, notwithstanding that it

appears only in this interpretation clause, effect shall be given to it as if

it were a substantive provision of this Agreement;

1.2.6

references to a statutory provision include any subordinate legislation

made from time to time under that provision and references to a

statutory provision include that provision as from time to time modified

or re-enacted as far as such modification or re-enactment applies, or is

capable of applying, to this Agreement or any transaction entered into

in accordance with this Agreement;

1.2.7

a “law” shall be construed as any law (including common law), statute,

constitution, decree, judgment, treaty, regulation, directive, by-law,

order or any other legislative measure or enactment of any

government, local government, statutory or regulatory body or court

and shall be deemed to include the rules and other requirements of

any applicable stock exchange;

1.2.8

references in this Agreement to “clauses” and “Schedules” are to

clauses of, and schedules to, this Agreement;

1.2.9

any reference in this Agreement to this Agreement or any other

agreement, document or instrument shall be construed as a reference

to this Agreement or that other agreement, document or instrument as

amended, varied, restated, novated or substituted from time to time;

1.2.10

any word and expression defined in any part or clause of this

Agreement other than in this clause 1 shall, unless the application of

the word or expression is specifically limited to that section or clause in

question, bear the meaning ascribed to the word or expression

throughout this Agreement;

1.2.11

unless otherwise provided, any number of days prescribed shall be

determined by excluding the first and including the last day or, where

the last day falls on a day that is not a Business Day, the next

succeeding Business Day;

1.2.12

days and dates referred to in this Agreement are days and dates in the

Republic of South Africa;

1.2.13

save to the extent expressly provided for, no provision of this

Agreement constitutes a stipulation for the benefit of any person who is

not a Party;

1.2.14

where figures are referred to in numerals and in words, if there is any

conflict between the two, the words shall prevail; and

1.2.15

if any word or term is not defined in this Agreement but is defined in

the Act, that word or term shall bear the definition assigned to it in the

Act.

1.3

Specific Rules of Interpretation

1.3.1

The use of the word “including” followed by a specific example/s shall

not be construed as limiting the meaning of the general wording

preceding it and the principles of eiusdem generis and noscitur a sociis

shall not be applied in the interpretation of this Agreement.

1.3.2

The terms of this Agreement have been negotiated and shall not be

interpreted or construed to the disadvantage of a Party because that

Party was responsible for or participated in the preparation of this

Agreement (or any part of it) and the contra proferentem rule shall not

be applied in the interpretation of this Agreement.

1.4

Headings and Sub-headings

All the headings and sub-headings in this Agreement are for convenience only

and are not to be taken into account for the purposes of interpreting it.

RESOLUTIVE CONDITIONS

2.1

Subject to clause 2.2, this Agreement shall take effect on the Signature Date

but, save for the provisions of this clause 2 and clauses 1, 11, 12 and 13, shall

fall away and be of no further force and effect if, by 31 May 2005, or such later

date as DRDGOLD and BSCM may agree in writing prior to 31 May 2005, any

one of the following resolutive conditions is fulfilled:

2.1.1

any documentation in respect of this Agreement and the Claw Back

Offer which requires approval in terms of the Listings Requirements of

the JSE is not duly approved by the JSE, or the JSE does not agree to

list the Offer Shares;

2.1.2

any approvals and consents necessary to offer the Offer Shares for

subscription within the United States of America have not been

obtained;

2.1.3

any other regulatory approvals, including without limitation that of the

South African Reserve Bank, necessary to implement this Agreement

have not been obtained;

2.1.4

any documentation which is required to be registered by the Registrar

of Companies in terms of the Act has not been duly registered; or

2.1.5

any statement which is required to be lodged with and registered by

the Registrar of Companies in terms of section 80(1)(c)(ii) of the Act in

respect of any payment to be made in terms of this Agreement has not

been so lodged or registered.

2.2

The condition contained in clause 2.1.2 is stipulated for the benefit of

DRDGOLD alone and may accordingly be waived by it by written notice to that

effect given to BSCM on or before 31 May 2005 or any later date as may be

agreed between DRD and BSCM in terms of clause 2.1.

2.3

If this Agreement is terminated in accordance with the provisions of clause

2.1, then, subject to the provisions of clause 2.5, no Party shall have any claim

against any other Party pursuant to the fulfilment of any of the conditions.

2.4

DRDGOLD shall use reasonable endeavours to ensure that the resolutive

conditions referred to in clause 2.1 are not fulfilled. However, DRDGOLD shall

not be obliged to institute any appeal or review proceedings whatsoever to

ensure the non-fulfilment of those resolutive conditions.

2.5

If this Agreement is terminated in accordance with clause 2.1 or cancelled in

accordance with clause 11.1:

2.5.1

DRDGOLD shall forthwith pay to the Underwriters any amounts paid to

it by the Underwriters in terms of clause 3 by electronic transfer to the

accounts notified in writing by BSCM to DRDGOLD.

2.5.2

Each of the Underwriters shall forthwith pay to DRDGOLD any

amounts paid to it by DRDGOLD in terms of clause 7 by electronic

transfer to the account referred to in clause 3.

2.6

No Party may apply the principle of set-off without the prior written consent of

each of the other Parties.

2.7

Each Party shall sign all such documents and do everything else that may

reasonably be required of it by the other Parties to ensure the non-fulfilment of

the resolutive conditions referred to in clause 2.1, and all of the Parties shall

co-operate with each other in all respects to that end.

SUBSCRIPTION

3.1

Each of the Underwriters hereby severally agrees to subscribe for that number

of Offer Shares set out adjacent to its name in Schedule 1 upon the terms of

this Agreement.

3.2

The subscription price for the shares subscribed for shall be the Offer Price,

payable as to 94% thereof (“the first payment”) within 2 (two) Business Days

after the Signature Date and the balance on the date on which the Claw-back

Offer closes for acceptances in terms of the Circular.

3.3

Against receipt of the first payment for the number of Offer Shares subscribed

for by an Underwriter, DRDGOLD shall provisionally allot that number of Offer

Shares to the Underwriter concerned, and shall furnish to BSCM a certified

copy of the resolution of DRDGOLD’s Board of Directors authorizing such

provisional allotment.

3.4

The payments referred to in this clause 3 shall be made by electronic funds

transfer to the following account:

Name:

DRDGOLD Limited

Bank:

The Standard Bank of South Africa Limited

Branch:

Johannesburg

Branch code:

0205

Account number:

000 042 463

CLAW-BACK OFFER

DRDGOLD shall execute all such documents and do everything else (including using

reasonable endeavours to obtain all necessary consents in connection therewith) as

may be reasonably required to extend a renounceable rights offer to all of the

Shareholders on the terms set out in this clause 4.

4.1

Each Shareholder shall be offered the right to subscribe for 6 (six) of the Offer

Shares at the Offer Price for every 100 ordinary shares in DRDGOLD held by

that Shareholder.

4.2

Each Shareholder shall be entitled to renounce its right to subscribe to anyone

else.

4.3

The rights offer shall be expressed and contained in the Circular, which shall

be posted to the Shareholders without undue delay after DRDGOLD has

received all the necessary regulatory approvals to proceed with the rights

offer.

4.4

The Circular may contain provisions to the effect that the rights offer is not

made within any particular jurisdiction or that Shareholders within any

particular jurisdiction may not accept the rights offer.

4.5

The rights offer shall contain such other terms and conditions as DRDGOLD

may require, provided that these terms and conditions shall not vitiate the

provisions of clauses 4.1, 4.2, 4.3 and 4.4.

ALLOTMENT AND ISSUE

The events set out in this clause 5 shall occur within 7 (seven) days of the date on

which the Claw-back Offer closes for acceptances in terms of the Circular:

5.1

DRDGOLD shall allot and issue that number of the Offer Shares subscribed

and paid for pursuant to the Claw-back Offer, and shall ensure that all

amounts received in respect of such subscriptions are held separately from all

other funds of DRDGOLD in a bank account established solely for such

purpose, and that such subscription amounts are to be held to the order of the

Underwriters and used first in satisfying in full DRDGOLD’s payment

obligations under clause 5.3 below.

5.2

DRDGOLD shall allot and issue to the Underwriters, in the proportions set out

in Schedule 1, that number of the Offer Shares which have not been

subscribed and paid for pursuant to the Claw-back Offer. If the implementation

of this clause 5.2 results in any of the Underwriters becoming entitled to be

allotted and issued with a fraction of a share, DRDGOLD shall be entitled to

make such adjustments to the number of shares to be allotted and issued to

the Underwriters in terms of this clause 5.2 as may be equitable in the

circumstances and necessary to eliminate such fraction.

5.3

DRDGOLD shall pay, by electronic transfer to the accounts notified in writing

by BSCM to DRDGOLD, to each Underwriter an amount equal to the product

of the Offer Price and the difference between the number of shares

subscribed for by that Underwriter in terms of clause 3 and the number of

shares issued to it in terms of clause 5.2.

5.4

In the event that allotment and issue in terms of this clause 5 has not occurred

by 22 August 2005 the underwriting obligations of the Underwriters shall

terminate, and all amounts paid by the Underwriters in terms of clause 3 shall

be repaid by DRDGOLD to the Underwriters mutatis mutandis in accordance

with clause 5.3 and shall immediately be due.

COMMUNICATIONS

6.1

DRDGOLD shall, within a reasonable time after receiving a request from

BSCM, inform BSCM of the number of Offer Shares which have been

subscribed and paid for pursuant to the Claw-back Offer insofar as such

information is known to DRDGOLD. DRDGOLD shall use reasonable

endeavours to ensure the accuracy of the information given to BSCM but shall

not otherwise be bound to ensure the correctness thereof.

6.2

DRDGOLD shall inform BSCM of the total number of shares which are

subscribed for pursuant to the Claw-back Offer as soon as practicable after

that number becomes known to DRDGOLD.

6.3

BSCM shall be entitled to make the requests referred to in clause 6.1 from

time to time, but not so frequently as may be unreasonable.

UNDERWRITING COMMISSION

7.1

In consideration of each Underwriter subscribing for shares in terms of clause

3, DRDGOLD shall, on the date on which the Claw-back Offer closes for

acceptances in terms of the Circular, pay to each Underwriter a commission of

an amount equal to 6% of the amount payable by that Underwriter in terms of

clause 3.

7.2

In the event that the Offer Shares are not allotted and issued, whether under

the Claw-back Offer or to the Underwriter pursuant to clause 5 on or before 12

July 2005, DRDGOLD shall for each seven day period commencing at 12.01

a.m. on the next following day, pay each Underwriter a further commission of

an amount equal to 0.25% of the amount payable by that Underwriter in terms

of clause 3, in each case within 5 (five) Business Days of the end of the

relevant seven day period, but so that the total further commission payable

under this clause 7.2 shall not amount in aggregate to more than 0.75% of the

amount payable by that Underwriter in terms of clause 3.

WARRANTIES

8.1

DRDGOLD hereby gives the Underwriters the warranties contained in

Schedule 2.

8.2

The Underwriters and BSCM hereby severally give DRDGOLD the warranties

contained in Schedule 3.

INDEMNITY

DRDGOLD hereby indemnifies each of the Underwriters and BSCM against all claims

of any nature whatsoever made against the Underwriters or BSCM in any jurisdiction

in which the Claw-back Offer is made, which arise out of this Agreement including

(without limitation) any claim resulting from any loss, damage, liability, cost, charge or

expense incurred by BSCM or any of the Underwriters as a result of investigating,

preparing, disputing, defending or settling any actual or potential claim or mitigating

any loss on its part and, in particular, any claims:

9.1

which arise out of the inclusion of any untrue information in, or the omission of

any required information from, the Circular;

9.2

which arise directly out of the carrying out by or on behalf of BSCM or any of

the Underwriters of that party’s obligations under or in connection with this

Agreement, save for those which arise from the breach by any of the

Underwriters of any law or contract;

9.3

which arise out of an actual breach by DRDGOLD of any provision of this

Agreement;

9.4

which arise out of the failure or alleged failure by DRDGOLD to comply with all

applicable laws and regulations in any jurisdiction in which the Claw-back

Offer is made in relation to the Claw-back Offer; or

9.5

which arise in any other connection with the Claw-back Offer, save for those

which arise from the breach by any of the Underwriters of any law or contract.

10.

UNDERTAKINGS BY DRDGOLD

DRDGOLD hereby undertakes that it will not, without the prior written consent of

BSCM (which consent shall not be unreasonably withheld or delayed), in the 6 (six)

months following the Signature Date:

10.1

issue in the aggregate such number of ordinary shares as exceeds 5% (five

per cent) of the total number of shares in the issued share capital of

DRDGOLD as at the Signature Date, provided that:

10.1.1

this provision shall not apply to any shares which are to be issued in

terms of any other agreement entered into by DRDGOLD with BSCM

or any of the Underwriters, nor shall such shares be reckoned for the

purposes of determining the aggregate number of ordinary shares

which are issued during this period;

10.1.2

this provision shall not apply to any shares which are to be issued

under the DRDGOLD Share Option Scheme or issued pursuant to the

exercise of options granted in terms thereof, nor shall such shares be

reckoned for purposes of determining the aggregate number of

ordinary shares which are issued during this period; and

10.1.3

this provision shall not apply to any shares which are to be issued as

repayment under any contract of loan or other debt facility entered into

prior to the Signature Date, nor shall such shares be reckoned for

purposes of determining the aggregate number of ordinary shares

which are issued during this period;

10.2

borrow, in the aggregate, more than 5% (five per cent) of the value of its

market capitalisation at the time at which such borrowing is to be made, which

borrowings shall be calculated with the exclusion of DRDGOLD’s current debt

facilities of XXx00 000 000 (xxxxx xxxxxxx Xxxxxx Xxxxxx Dollars).

11.

BREACH

11.1

If any of the Underwriters breaches any of the provisions of clause ?3 and fails

to remedy such breach within 2 (two) days after receiving written demand from

DRDGOLD to do so, DRDGOLD shall be entitled to cancel this Agreement on

written notice to BSCM (such that the provisions of clause 2.5 shall take

effect).

11.2

Subject to the provisions of clause 11.1, if any Party (“the defaulting Party”)

commits any breach of this Agreement, then no other Party shall be entitled to

cancel it unless the breach is material and goes to the root of the contract and

cannot be remedied adequately by the payment of damages and, being such

a breach, it is not remedied or is not capable of being remedied by specific

performance within a reasonable time (which shall not be less than 30 (thirty)

days) after the defaulting Party receives written notice from any other Party to

remedy the breach.

11.3

The respective remedies of the Parties in terms of this clause 11 shall not be

exhaustive and shall be in addition and without prejudice to any other

remedies they may have under or in consequence of this Agreement.

12.

ADDRESSES FOR LEGAL PROCESSES AND NOTICES

12.1

The Parties choose for the purposes of this Agreement the following

addresses, telefax numbers and email addresses:

12.1.1

BSCM and each of the Underwriters:

Xxxxxxxxx Xxxxx
00-00 Xxxx Xxxxxx
Xxxxxx XX0X 0XX
Xxxxxx Xxxxxxx

Fax: x00000 000 0000

12.1.2

DRDGOLD:

00 Xxxxxx Xxxx
Xxxxxxxx

Xxxxxxxxxxxx

Xxxxx Xxxxxx

0000

Fax: x00-00-000 1022

12.2

Any legal process to be served on a Party may be served on it at the address

specified for it in clause 12.1 and the Parties choose that address as their

domicilium citandi et executandi for all purposes under this Agreement.

12.3

Any notice or other communication to be given to the Parties in terms of this

Agreement shall be valid and effective only if it is given in writing, provided

that any notice given by telefax or email shall be regarded for this purpose as

having been given in writing.

12.4

A notice to a Party which is sent by registered post in a correctly addressed

envelope to the address specified for it in clause 12.1 shall be deemed to

have been received (unless the contrary is proved) within 14 (fourteen) days

from the date it was posted, or which is delivered to the Party by hand at that

address shall be deemed to have been received on the day of delivery,

provided it was delivered to a responsible person during ordinary business

hours.

12.5

Each notice by telefax or email to a Party at the telefax number or email

address specified for it in clause 12.1 shall be deemed to have been received

(unless the contrary is proved) within 4 (four) hours of transmission if it is

transmitted during normal business hours of the receiving Party or within 4

(four) hours of the beginning of the next Business Day at the destination after

it is transmitted, if it is transmitted outside those business hours.

12.6

Notwithstanding anything to the contrary in this clause 12, a written notice or

other communication actually received by a Party shall be adequate written

notice or communication to it notwithstanding that the notice was not sent to or

delivered at its chosen address.

12.7

A Party may by written notice to the other Party change its address, telefax

number or email address for the purposes of clause 12.1 to any other address

(other than a post office box number), telefax number or email address,

provided that the change shall become effective on the seventh day after the

receipt of the notice.

13.

GENERAL

13.1

Severance

If any provision of this Agreement, which is not material to its efficacy as a

whole, is rendered void, illegal or unenforceable in any respect under any

law, the validity, legality and enforceability of the remaining provisions shall

not in any way be affected or impaired thereby and the Parties shall

endeavour in good faith to agree to an alternative provision to the void, illegal

or unenforceable provision.

13.2

Survival of Rights, Duties and Obligations

Termination of this Agreement for any cause shall not release a Party from

any liability which at the time of termination has already accrued to such Party

or which thereafter may accrue in respect of any act or omission prior to such

termination.

13.3

Whole Agreement

This Agreement (together with any documents referred to in this Agreement)

supersedes any previous agreement between the Parties in relation to the

matters dealt with in this Agreement and represents the entire understanding

between the Parties in relation to the matters dealt with in this Agreement.

13.4

Waiver and Forbearance

The rights of any Party shall not be prejudiced or restricted by any indulgence

or forbearance extended to another Party and no waiver by any Party in

respect of any breach shall operate as a waiver in respect of any subsequent

breach.

13.5

Non Variation

Save as otherwise expressly provided no agreement to amend, add to or

otherwise vary or waive any provisions of this Agreement or to cancel or

terminate it shall be effective unless made in writing and duly signed by the

Parties or on their behalf by their duly authorised agents.

13.6

Assignment

13.6.1

Save as otherwise expressly provided in this Agreement, and more

particularly in clause 13.6.2, no Party may cede or delegate any of its

rights or obligations hereunder without the prior written consent of the

other Parties.

13.6.2

Notwithstanding clause 13.6.1, any Underwriter may cede and

delegate, in whole or in part, any of its rights and obligations to any one

or more of the other Underwriters, subject only to prior written

notification to all the other Parties and to the rights ceded and

obligations delegated being dealt with as indivisible from each other, so

that no right may be ceded without delegation of the corresponding

obligations or vice versa.

13.7

Further Assurance

Each Party shall co-operate with the other Party and execute and deliver to

the other Party such other instruments and documents and take such other

actions as may be reasonably requested from time to time in order to carry

out, evidence and confirm its rights and the intended purpose of this

Agreement.

13.8

Counterparts

This Agreement may be signed in any number of counterparts, all of which

taken together shall constitute one and the same instrument. A Party may

enter into this Agreement by signing any such counterpart.

13.9

Announcements

13.9.1

Subject to clause 13.9.2, no announcement, communication or

circular concerning the transaction referred to in this Agreement shall

be made or despatched at any time (whether before or after the

implementation of this Agreement) by any Party without the prior

written consent of the other Parties (such consent not to be

unreasonably withheld or delayed).

13.9.2

Where the announcement, communication or circular is required by

law or any regulation or rule of any stock exchange or other

regulatory authority, it shall be made by the Party concerned only

after reasonable consultation, if practicable, with the other and, so far

as practicable, taking into account the reasonable requirements (as to

timing, contents and manner of making or despatch of the

announcement, communication or circular) of the other.

13.10

Confidentiality

13.10.1

Any communication between DRDGOLD and any of the other Parties which is

marked confidential or which is of a commercially sensitive, proprietary or

confidential nature will be kept strictly confidential by the Party receiving such

communication.

13.10.2

Each Party shall take reasonable precautions to ensure that its officers and

employees and the officers and employees of each of its subsidiaries comply

with the provisions of this clause and that none of such individuals discloses

any term of this Agreement, or discloses or uses any confidential information

which it acquires in connection with this Agreement or in connection with the

negotiations leading up to the same, unless the other Parties agree.

13.10.3

Nothing in this clause will prevent the disclosure of any information where the

same has been disclosed or might reasonably be expected to be disclosed in

any circular to shareholders or other public document or where required by

law or any regulation or rule of any stock exchange or other regulatory

authority, save that in the latter event, such disclosure shall be made by the

party concerned only after reasonable consultation, if practicable, with the

other and, so far as practicable, taking into account the reasonable

requirements (as to timing, contents and manner of making or despatch of

such disclosure) of the other.

13.11

Remedies

No remedy conferred by this Agreement is intended, unless specifically

otherwise stated, to be exclusive of any other remedy which is otherwise

available at law, by statute or otherwise. Each remedy shall be cumulative

and in addition to every other remedy given hereunder or now or hereafter

existing at law, by statute or otherwise. The election of any one or more

remedy by any of the Parties shall not constitute a waiver by such Party of the

right to pursue any other remedy.

13.12

Good Faith

Each of the Parties undertakes with the other to do all things reasonably

within its power, which are necessary or desirable to give effect to the spirit

and intent of this Agreement.

13.13

Governing Law and Jurisdiction

13.13.1

This Agreement shall be governed by and construed in accordance

with the laws of the Republic of South Africa.

13.13.2

The Parties submit themselves to the non-exclusive jurisdiction of the

Witwatersrand Local Division of the High Court of the Republic of

South Africa.

14.

COSTS

14.1

DRDGOLD shall bear the stamp duty or uncertificated securities tax payable

upon the issue of the Offer Shares.

14.2

DRDGOLD will bear the costs in connection with the preparation and

execution of this Agreement and related documents, including the reasonable

costs of BSCM’s legal and other professional advisers in reviewing the same.

14.3

Any costs incurred by any Party arising out of the breach by another Party of

any other provisions of this Agreement, shall be borne by the Party found to

be in breach as between attorney and own client.

SIGNED at Johannesburg on 5

April 2005.

For DRDGOLD LIMITED

/s/ Xxx Xxxxxx

who hereby warrants that he or she is duly
authorised to sign this Agreement.

Signatory: Xxx Xxxxxx

Capacity: Director

Authority: Resolution

SIGNED at Johannesburg on 5

April 2005.

For XXXXX STEEL CAPITAL MANAGERS LLP

(acting both as principal and as duly appointed

agent for each of the Underwriters)

/s/ XXXXX STEEL CAPITAL MANAGERS LLP

who hereby warrants that he or she is duly
authorised to sign this Agreement.

Signatory:

Capacity:

Authority:

SCHEDULE 1

LIST OF UNDERWRITERS

The following persons are the Underwriters and shall subscribe and pay for the number of

Offer Shares out below and shall be issued with the Offer Shares which are not subscribed

for pursuant to the Claw-back Offer in the percentage proportions set out below.

Underwriter

Number of

Offer Shares

Percentage

Genus Natural Resources Master Fund

5 268 039

33.4%

Genus Dynamic Gold Fund

5 900 204

37.3%

XX Xxxxxx Xxxxx Steel Gold Fund

3 476 905

22.0%

P&C Global Gold & Natural Resources Fund Limited

1 158 968

7.3%

SCHEDULE 2

WARRANTIES GIVEN BY DRDGOLD

(clause 8.1)

DRDGOLD gives the following warranties to the Underwriters. These warranties apply as at

the Signature Date.

all legal requirements regarding the Claw-back Offer to which DRDGOLD is subject

will be complied with, including that:

a. the Offer Shares have been validly created; and

b. the directors of DRDGOLD are empowered to allot and issue the Offer Shares

and that such allotment and issue will be free from any lien or other encumbrance.

DRDGOLD has the right, power and authority, and has taken all action necessary, to

execute, deliver and exercise its rights, and perform its obligations, under or

otherwise pursuant to this Agreement.

DRDGOLD’s obligations under or otherwise pursuant to this Agreement are binding

on DRDGOLD.

the entry into and performance by DRDGOLD of its obligations pursuant to this

Agreement do not and will not:

a. conflict in any material respect with any law or regulation or judicial or official

order binding on DRDGOLD;

b. conflict with the constitutional documents of DRDGOLD; or

c. conflict in any material respect with any document which is binding on

DRDGOLD.

DRDGOLD has all corporate authorities (including from its shareholders) required for

it to perform its obligations hereunder.

DRDGOLD is not insolvent or unable to pay its debts and no order has been made,

petition presented or resolution passed by DRDGOLD for the winding up of

DRDGOLD nor has any receiver or manager been appointed over the whole or any

part of DRDGOLD’s business or assets

the audited consolidated balance sheet of DRDGOLD and its subsidiary undertakings

(the “DRDGOLD group”) as at 30 June 2004 and the audited consolidated profit and

loss account of the DRDGOLD group for the financial year ended on such date

(including the notes thereto) give a true and fair view of the state of affairs of the

DRDGOLD group at such date and of their profits for the year ended on that date and

were prepared in accordance with South African generally accepted accounting

principles in South Africa consistently applied and comply with applicable legislation.

the published interim results of the DRDGOLD group for the six month period ended

on 31 December 2004 have been prepared in terms of South African GAAP with all

due care and attention (having regard to the fact that the interim results are unaudited

but have been reviewed by DRDGOLD’s auditors) and on accounting bases and

assumptions consistent with those adopted in the preparation of the audited

consolidated balance sheet of the DRDGOLD group as at 30 June 2004 and the

audited consolidated profit and loss account of the DRDGOLD group for the financial

year ended on that date.

since 31 December 2004, the business of the DRDGOLD group has been carried on

in the ordinary and usual course, no contracts or commitments of any unusual or

onerous nature have been entered into and there has been no significant adverse

change in the financial or trading position or, to the best of DRDGOLD’s knowledge,

information and belief, prospects of the DRDGOLD group taken as a whole; save in

all cases for what has been disclosed to BSCM in writing.

10.

all statements of fact contained in any document or announcement issued or made by

or on behalf of DRDGOLD to its shareholders since 31 December 2004 remain true

and accurate and not misleading and all forecasts and estimates and all statements

of opinion, intention and expectation contained therein were made on reasonable

ground after due and proper consideration.

11.

the business plan prepared by DRDGOLD and dated 3 March 2005, a copy of which

has been disclosed to BSCM, has been prepared with all due care and attention and

all statements of fact contained therein were when made and remain true and

accurate and not misleading and all forecasts and estimates and all statements of

opinion, intention and expectation contained therein were made on reasonable

ground after due and proper consideration.

SCHEDULE 3

WARRANTIES GIVEN BY THE UNDERWRITERS AND BSCM

(clause

8.2)

Interpretation

Terms used in this Schedule 3 have the meaning given to them by Regulation S under the

US Securities Act of 1933, as amended (the “Securities Act”), or the state securities laws of

any US State.

Warranties

Each of the Underwriters and, where applicable, BSCM, severally gives the warranties set

out below regarding itself and its affairs as at the Signature Date to DRDGOLD:

BSCM warrants that, as at the Signature Date, it is duly authorised to enter into this

Agreement as agent for each of the Underwriters.

No Underwriter is a U.S. person and if DRDGOLD issues any of the Offer Shares to

an Underwriter under this Agreement, that Underwriter will acquire those shares in an

offshore transaction pursuant to Regulation S. If an Underwriter decides to offer,

resell, pledge or otherwise transfer any of the Offer Shares, it will only do so in an

offshore transaction in accordance with the provisions of Rule 903 of Regulation S.

No sale, pledge, resale or other transfer of any of the Offer Shares which may be

delivered hereunder has been or will be made so as to transfer any of the Offer

Shares issued under this Agreement into the United States or to or for the account or

benefit of a U.S. person.

No Underwriter, nor any of its affiliates nor any persons acting on behalf of it has

engaged, or will engage in any directed selling efforts with respect to any of the Offer

Shares (it being acknowledged that this warranty does not apply with respect to

actions of DRDGOLD or its affiliates). Each Underwriter and each of its affiliates and

any person acting on their behalf have complied and will comply with the offering

restriction requirements of Regulation S.

Each Underwriter understands that any of the Offer Shares issued under this

Agreement:

a. have not been and will not be registered under the Securities Act;

b. may not be offered or sold within the United States or to, or for the account or

benefit of, a U.S. person; and

c. may only be resold in accordance with Regulation S under the Securities Act.

Each Underwriter represents and agrees that it will only offer and sell any of the Offer

Shares as part of its distribution in accordance with Rule 903 of Regulation S, under

the Securities Act until after the end of the Distribution Compliance Period.

No Underwriter shall, at or prior to confirmation of a sale of Shares issued under this

Agreement and pursuant to Regulation S, have sent to each distributor, dealer or

person receiving a selling concession, fee or other remuneration in respect of any of

the Offer Shares before the expiration of the Distribution Compliance Period a

confirmation or notice to substantially the following effect:

“The Shares covered by this notice have not been registered under the United

States Securities Act of 1933 (the “Securities Act”) and may not be offered or

sold or transferred within the United States or to or for the account or benefit of

U.S. persons (i) as part of their distribution, at any time and (ii) otherwise, until

after the expiration of 40 days from the later of completion of the distribution of

any of the Offer Shares issued or issuable under this Agreement, as determined

by the Underwriter concerned and certified to DRDGOLD Limited, except in either

case in accordance with Rule 903 of Regulation S under the Securities Act. The

Shares covered by this notice may not be deposited in any unrestricted American

Depository Receipt Program relating to the Shares. You must not directly or

indirectly engage in any short selling or hedging transaction with regard to the

Shares, except as permitted by the US federal securities laws, Nasdaq Rules,

JSE Requirements and the regulations thereunder. Terms used above have the

meaning given to them by Regulation S.”

Each Underwriter agrees that it will not directly or indirectly engage in any short

selling or hedging transactions with regard to any of the Offer Shares except as

permitted under the US federal securities laws, Nasdaq Rules, JSE Requirements

and the regulations thereunder.

Distribution Compliance Period

"Distribution Compliance Period" means a period that begins when any of the Offer

Shares are first issued by DRDGOLD under this Agreement and continues until after

the expiration of 40 days from completion of the distribution DRDGOLD. Each

Underwriter will give DRDGOLD written notices of the beginning of the 40 day

Distribution Compliance Period at least 3 Business Days before the beginning of the

Distribution Compliance Period and a copy of the Underwriter certification of the date

of completion of the distribution of the Shares within one business day of that

completion.

10.

Delivery of Shares

Each Underwriter hereby acknowledges and agrees that it and any distributor of any

of the Offer Shares will not take delivery, in whole or in part, until they provide

DRDGOLD with:

a. (i) a written certification that they are not a U.S. person and that the

Agreement has not being executed on behalf of a U.S. person; or (ii) a written

opinion of counsel, reasonably acceptable to DRDGOLD, to the effect that the

Agreement and the Shares deliverable thereunder have been registered

under the Securities Act (it being acknowledged that DRDGOLD has no

obligation to register any of the Offer Shares) or are exempt from registration

thereunder (it being acknowledged that any of the Offer Shares are not

eligible for resale under Rule 144A under the Securities Act); and

b. a written certification that it is not executing the Agreement within the United

States and that any of the Offer Shares are not to be delivered within the

United States, except as otherwise permitted by Rule 903 of Regulation S,

unless any of the Offer Shares are registered under the Securities Act or an

exemption from such registration is available (it being acknowledged that any

of the Offer Shares are not eligible for resale under Rule 144A under the

Securities Act).

11.

If any of the Offer Shares may be delivered in one or more parts, the Underwriter

concerned will provide DRDGOLD with the items specified in clause ?0 above prior to

each delivery.

12.

Legend

The shares issued to the Underwriters in terms of this Agreement will be

issued in certificated form, any certificate representing any of the Offer

Shares, in whole or in part, shall bear the following legend:

“The securities evidenced hereby have not been registered under the United

States Securities Act of 1933, as amended (the “Securities Act”), and,

accordingly, may not be offered, sold, pledged or otherwise transferred

within the United States or to, or for the account or benefit of, U.S. persons

except as set forth in the following sentence. By its acquisition hereof, the

holder (1) represents that it is not a U.S. person and is acquiring these

securities in an offshore transaction in compliance with Regulation S under

the Securities Act, (2) agrees that it will not offer, sell, pledge or otherwise

transfer these securities except (a) to DRDGOLD Limited ("DRDGOLD") or

any subsidiary thereof, (b) outside of the United States to a non-U.S. person

in an offshore transaction in accordance with Rule 903 or Rule 904 of

Regulation S, (c) pursuant to a registration statement which has been

declared effective under the Securities Act (and the holder understands that

DRDGOLD has no obligation to cause such a registration statement to

become effective) or (d) pursuant to an exemption from registration under

the Securities Act (and the holder understands that these securities are not

eligible for resale pursuant to Rule 144A under the Securities Act), in each

case in accordance with any applicable securities laws of any state of the

United States, (3) agrees that these securities may not be deposited in any

unrestricted American Depositary Receipt Program relating to these

securities (a) as part of the distribution of these securities, at any time (b)

otherwise, until after the expiration of 40 days from the completion of the

distribution of the Shares issued or issuable under the Agreement between

DRDGOLD and Xxxxx Steel Capital Managers LLP on behalf of certain of its

associated funds (“the Underwriter”), as determined by the Underwriter and

certified to DRDGOLD, and, in the case of (c), in accordance with applicable

United States federal and state securities laws, (4) agrees that it will deliver

to each person to whom this security or an interest therein is transferred a

notice substantially to the effect of this legend, and (5) agrees that it will not

directly or indirectly, engage in any short selling or hedging transaction with

regard to this security or any American Depositary Receipt relating to this

security except as permitted by the US federal securities laws, Nasdaq

Rules, JSE Requirements and the regulations thereunder. As used herein,

the terms “offshore transaction”, “United States” and “U.S. person” have the

meanings given to them by Regulation S under the Securities Act.”

In addition to the legend set forth in Section ?0 above, any certificate

representing the rights and obligations under this Agreement, in whole or in

part, shall also bear the following legend:

“The securities to be issued upon the execution of this Agreement have not

been registered under the Securities Act and the rights and obligations under

this Agreement may not be exercised in the United States or by or on behalf

of any U.S. person unless registered under the Securities Act or unless an

exemption from such registration is available.”

13.

Each Underwriter understands that the shares issued under this Agreement will be

issued to them in reliance on specific exemptions from the registration requirements

of United States federal and state securities laws, that any of the Offer Shares have

not been registered with any state or federal securities commissions and that

DRDGOLD is relying upon the truth and accuracy of the representations, warranties,

acknowledgments and agreements set forth herein in order to determine the

applicability of such exemptions.

14.

Each Underwriter acknowledges for itself and each of its affiliates and any person

acting on behalf of any of them that, in connection with this Agreement, any of the

Offer Shares or the American Depositary Receipts evidenced by such Shares, they

have not and will not, directly or indirectly, engage in any transaction or series of

transactions that, although in technical compliance with Regulation S (a) is part of a

plan or scheme to evade the registration provisions of the Securities Act, or (b) would

require registration of any of the Offer Shares under the Securities Act.

15.

In respect of transfers and subsequent purchasers, DRDGOLD and each Underwriter

agree that neither party may transfer the rights and obligations conferred by this

Agreement, in whole or in part, without the prior written consent of the non-

transferring party and that any transfer of the rights and obligations conferred by this

Agreement, in whole or in part, will be made in accordance with Regulation S. Each

Underwriter agrees that, in addition to the restrictions on resale contained herein and

before the expiration of the Distribution Compliance Period, it may not transfer any

portion of any of the Offer Shares to any party unless such party enters into an

agreement with DRDGOLD containing representations, warranties and restrictions on

resale substantially similar to those contained herein.

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UNDERWRITING AGREEMENT

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