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
 OR
 
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 OR
 
 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
 1934
 OR
 
 SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
 1934
 
 For the fiscal year ended June 30, 2008
  Commission file number 0-28800
  DRDGOLD LIMITED
   REPUBLIC OF SOUTH AFRICA
   299 PENDORING AVENUE, BLACKHEATH, RANDBURG, 2195, SOUTH AFRICA
      None
  None
  None
    
 
 As of June 30, 2008 the Registrant had outstanding 376,571,588 ordinary shares, of no par value.
 
  
   
 
  
 .


TABLE OF CONTENTS
  
 
 
 
 
 Page
 PART I
 ITEM 1.
 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
  .................................................
 5
 ITEM 2.
 OFFER STATISTICS AND EXPECTED TIMETABLE
  ....................................................................................
 5
 ITEM 3.
 KEY
  INFORMATION..........................................................................................................................................
 5
 
 3A.
 Selected Financial Data
  ...........................................................................................................................................
 5
 
 3B.
 Capitalization And
  Indebtedness............................................................................................................................
 6
 
 3C.
 Reasons For The Offer And Use Of Proceeds
  .......................................................................................................
 6
 
 3D.
 Risk
  Factors.............................................................................................................................................................
 7
 ITEM 4.
 INFORMATION ON THE
  COMPANY..............................................................................................................
 18
 
 4A.
 History And Development Of The Company
  .......................................................................................................
 18
 
 4B.
 Business Overview
  .................................................................................................................................................
 22
 
 4C.
 Organizational
  Structure..........................................................................................................................................
 33
 
 4D.
 Property, Plants And Equipment
  ...........................................................................................................................
 34
 ITEM 4A.
 UNRESOLVED STAFF
  COMMENTS.................................................................................................................
 59
 ITEM 5.
 OPERATING AND FINANCIAL REVIEW AND PROSPECTS
  .......................................................................
 60
 
 5A.
 Operating Results
  ...................................................................................................................................................
 61
 
 5B.
 Liquidity And Capital Resources
  ...........................................................................................................................
 83
 
 5C.
 Research And Development, Patents And Licenses
  Etc.........................................................................................
 85
 
 5D.
 Trend
  Information....................................................................................................................................................
 85
 
 5E.
 Off-Balance Sheet
  Arrangements..............................................................................................................................
 85
 
 5F.
 Tabular Disclosure Of Contractual
  Obligations.......................................................................................................
 85
 
 5G.
 Safe Harbor
  ..............................................................................................................................................................
 85
 ITEM 6.
 DIRECTORS, SENIOR MANAGEMENT AND
  EMPLOYEES..........................................................................
 86
 
 6A.
 Directors And Senior
  Management...........................................................................................................................
 86
 
 6B.
 Compensation
  ..........................................................................................................................................................
 89
 
 6C.
 Board Practices
  ........................................................................................................................................................
 91
 
 6D.
 Employees................................................................................................................................................................
 95
 
 6E.
 Share
  Ownership......................................................................................................................................................
 97
 ITEM 7.
 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
  .......................................................
 98
 
 7A.
 Major
  Shareholders...................................................................................................................................................
 98
 
 7B.
 Related Party Transactions
  ......................................................................................................................................
 99
 
 7C.
 Interests Of Experts And Counsel
  ...........................................................................................................................
 101
 ITEM 8.
 FINANCIAL INFORMATION
  .............................................................................................................................
 102
 
 8A.
 Consolidated Statements And Other Financial
  Information.....................................................................................
 102
 
 8B.
 Significant Changes
  ..................................................................................................................................................
 102
 ITEM 9.
 THE OFFER AND LISTING
  .................................................................................................................................
 103
 
 9A.
 Offer And Listing Details
  ........................................................................................................................................
 103
 
 9B.
 Plan Of
  Distribution.................................................................................................................................................
 103
 
 9C.
 Markets.....................................................................................................................................................................
 104
 
 9D.
 Selling Shareholders
  ..................................................................................................................................................
 104
 
 9E.
 Dilution
  ....................................................................................................................................................................
 104
 
 9F.
 Expenses Of The
  Issue.............................................................................................................................................
 104
 ITEM 10.
 ADDITIONAL
  INFORMATION..........................................................................................................................
 105
 
 10A.
 Share
  Capital.............................................................................................................................................................
 105
 
 10B.
 Memorandum And Articles Of Association
  ............................................................................................................
 105
 
 10C.
 Material
  Contracts....................................................................................................................................................
 107
 
 10D.
 Exchange
  Controls.....................................................................................................................................................
 109
 
 10E.
 Taxation
  ....................................................................................................................................................................
 111
 
 10F.
 Dividends And Paying Agents
  .................................................................................................................................
 116
 
 10G.
 Statement By Experts
  ..............................................................................................................................................
 116
 
 10H.
 Documents On
  Display............................................................................................................................................
 116
 
 10I.
 Subsidiary Information
  ............................................................................................................................................
 116
 ITEM 11.
 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
  RISK.....................................
 117
 ITEM 12.
 DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
  ......................................................
 118


TABLE OF CONTENTS
  PART II
 ITEM 13.
 DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
  ..............................................................
 118
 ITEM 14.
 MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS ..
 118
 ITEM 15.
 CONTROLS AND
  PROCEDURES.................................................................................................................
 118
 ITEM 16A.
 AUDIT COMMITTEE FINANCIAL EXPERT
  ............................................................................................
 120
 ITEM 16B.
 CODE OF ETHICS
  .......................................................................................................................................
 120
 ITEM 16C.
 PRINCIPAL ACCOUNTANT FEES AND
  SERVICES...................................................................................
 120
 ITEM 16D.
 EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
  ...................................
 120
 ITEM 16E.
 PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
  PURCHASERS..................
 120
 
 
 
 PART III
 ITEM 17.
 FINANCIAL STATEMENTS
  .......................................................................................................................
 121
 ITEM 18.
 FINANCIAL STATEMENTS
  .......................................................................................................................
 F-pages
 ITEM 19.
 EXHIBITS
  ...................................................................................................................................................
 122


Preparation of Financial Information
 
        
  noon buying rate in New York City
            DRDGOLD Limited
     Special Note Regarding Forward-Looking Statements


2
  For a discussion of such risks, see Item 3D.: “Risk Factors.” The risk factors described in Item 3D. could affect our future
 results,  causing  these  results  to  differ  materially  from  these  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 or unpredictable factors could also have material adverse effects on future results.
 
 Readers  are cautioned not to  place  undue reliance  on  these  forward-looking statements,  which speak  only  as  of the  date
  hereof. We 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.
 
 Imperial units of measure and metric equivalents
 
 Units stated in this Annual Report are measured in Imperial and Metric.
 
 Metric
 
 Imperial
 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 kilometres
 1 meter
 3.28084 feet
 1 foot
 0.3048 metres
 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 centimetres
 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


3
 Glossary of Terms and Explanations
 
 Adularia ............................................
  A transparent or translucent variety of common feldspar.
 Archaean........................................... 
  A period of the geological time scale between 2.5 and 4.6 billion years ago, the earliest part of the
 Precambrian.
 Assaying ...........................................   The chemical testing process of rock samples to determine mineral content.
 Auriferous......................................... 
  Containing gold.
 Bonanza  ........................................... 
  Unexpected high-grade occurrences.
 Care and maintenance ...................... 
  Cease active mining activity at a shaft, but continue to incur costs to ensure that the Ore Reserves
 are open, serviceable and legally compliant.
 Cash costs per kilogram................... 
  Cash 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 costs per kilogram
 are calculated  by  dividing cash  costs by  kilograms  of  gold produced.  Cash  costs  per  kilogram
 have been calculated on a consistent basis for all periods presented. 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.
 Caving............................................... 
  A type of mining in which the ore is blasted and drawn in a manner causing the overhead rock to
 cave in.
 Conglomerate ................................... 
  A coarse-grained sedimentary rock consisting of rounded or sub-rounded pebbles.
 Cut-and-fill ....................................... 
  A mining method in which a slice of rock is removed after blasting and replaced with a slice of
 fill material to provide workers with a platform to mine the next slice of rock.
 Cut-off grade .................................... 
  The minimum in-situ grade of ore blocks for which the cash costs per ounce, excluding overhead
 costs, are equal to a projected gold price per ounce.
 Depletion ..........................................   The  decrease  in  the  quantity  of  ore  in  a  deposit  or  property  resulting  from  extraction  or
 production.
 Dilution............................................. 
  Broken  rock  entering  the  ore  flow  at  zero  or  minimal  grade  and  therefore  diluting  the  gold
 content per ton.
 Diorite............................................... 
  An igneous rock formed by the solidification of molten material.
 Doré .................................................. 
  Unrefined gold and silver bullion bars consisting of approximately 90% precious metals which
 will be further refined to almost pure metal.
 Electrowinning ................................. 
  The process of recovering metal from an ore by means of electro-chemical processes.
 Grade.................................................   The amount of gold contained within auriferous material generally expressed in ounces per ton or
 grams per ton of ore.
 g/t ...................................................... 
  Grams per ton.
 Horizon .............................................   A  plane  indicating  a  particular  position  in  a  stratigraphic  sequence.  This  may  be  a  theoretical
 surface with no thickness or a distinctive bed.
 Igneous rock ..................................... 
  Rock which is magmatic in origin.
 Intrusive ............................................   Rock which while molten, penetrated into or between other rocks, but solidified before reaching
 the surface.
 Life of mine ...................................... 
  Projected life of a mining operation based on the Proven and Probable Ore Reserves.
 Metallurgical plant ........................... 
  A processing plant (mill) erected to treat ore and extract the contained gold.
 Mine call factor................................. 
  This is the gold content recovered expressed as a percentage of the gold content called.
 Mill ...................................................   Material passed through the metallurgical plant for processing.
 Mt......................................................   Million tons.
 Opening up .......................................   The potential that previously abandoned shafts have to be reopened and mined.
 Ore ....................................................   A mixture of valuable and worthless minerals from which the extraction of at least one mineral is
 technically and economically viable.
 Ore Reserves..................................... 
  Attributable total Ore Reserves of subsidiaries.
 Pay-limit ...........................................   The minimum in-situ grade of ore blocks for which cash costs, including all overhead costs, are
 equal to a projected gold price per ounce.
 Proven Ore Reserves ........................
 
 Reserves for which (a) the quantity is computed from dimensions revealed in outcrops, trenches,
 workings or drill holes; grade and/or quality are computed from the results of detailed sampling
 and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic
 character  is  so  well  defined  that  size,  shape,  depth,  and  mineral  content  of  Ore  Reserves  are
 well-established.
 Probable Ore Reserves ..................... 
  Reserves for which quantity and grade and/or quality are computed from information similar to
 that used for Proven Ore Reserves, but the sites for inspection, sampling, and measurement are
 farther apart  or are  otherwise  less adequately  spaced.  The degree  of assurance, although lower
 than  that  for  Proven  Ore  Reserves,  is  high  enough  to  assume  continuity  between  points  of
 observation.





5
 PART I
 
 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
 
 Not applicable.
 
 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
 
 Not applicable.
 
 ITEM 3. KEY INFORMATION
 
 3A. SELECTED FINANCIAL DATA
 
 The  following  selected  consolidated  financial  data  as  at  June 30,  2008,  2007  and  2006  and  for  the  years  ended  June 30,
 2008, 2007 and 2006 are derived from our consolidated financial statements set forth elsewhere in this Annual Report, which have
 been  prepared  in  accordance  with  IFRS,  as  issued  by  the  IASB.  These  consolidated  financial  statements  have  been  audited  by
 KPMG Inc. as at June 30, 2008, 2007 and 2006 and for the years ended June 30, 2008, 2007 and 2006. Prior to fiscal year ended June
 30, 2008,  our annual financial statements (translated into  Dollars)  were  prepared and  filed with the  SEC  in accordance with U.S.
 GAAP. On December 21, 2007, the SEC, adopted rules allowing foreign private issuers that file Annual Reports on Form 20-F to file
 with the SEC financial statements in accordance with IFRS as issued by the IASB without reconciliation to U.S. GAAP. As per these
 new  rules,  we  changed  our  basis  of  presentation  and  have  included  in  this  Annual  Report  our  consolidated  financial  statements
 prepared in accordance with IFRS as issued by the IASB. The selected consolidated financial data as at June 30, 2005 and 2004 and
 for the years ended June 30, 2005 and 2004 are derived from audited consolidated financial statements not appearing in this Annual
 Report which have been prepared in accordance with IFRS as issued by the IASB. The selected consolidated financial data set forth
 below  should  be  read  in  conjunction  with  Item  5.:  “Operating  and  Financial  Review  and  Prospects”  and  with  the  consolidated
 financial statements and the notes thereto and the other financial information appearing elsewhere in this Annual Report.


6
 Selected Consolidated Financial Data
 (in thousands, except share, per share and ounce data)
 
 
 Year ended June 30,
 
 2008
 1
 
 2008
 2007
 2
 
 2006
 2
 
 2005
 2
 2004
 2
 
 $’000
 R’000
 R’000
 R’000
 R’000
 R’000
 Income Statement Data
        Revenue
  ........................................................................  196,458
 1,933,147
 2,209,705
 1,599,994
 1,668,562
 2,192,142
 Operating loss before finance income and finance
 expenses......................................................................
 (1,542)
 (15,175)  (1,173,375)
 (105,110)
 (528,043)
 (330,986)
 Operating profit/(loss) before finance income and
 finance expenses from continuing operations............
 10,386
 102,194
 22,541
 7,641
 (129,585)
 (146,262)
 Net profit/(loss) applicable to ordinary
 shareholders................................................................ 101,224
 996,041
 (924,466)
 (110,089)
 (544,792)
 (716,430)
 Net profit/(loss) from continuing operations
 applicable to ordinary shareholders ...........................
 13,065
 128,558
 (2,674)
 (71,478)
 (180,666)
 (170,970)
 
 
 
 
 
 
 
 Per Share Data
 
 
 
 
 
 
 Basic profit/(loss) per share (cents)...............................
 27
 265
 (271)
 (35)
 (211)
 (331)
 Basic profit/(loss) per share - continuing
 operations (cents)........................................................
 3
 34
 (1)
 (23)
 (61)
 (73)
 Diluted profit/(loss) per share (cents) ...........................
 27
 265
 (271)
 (35)
 (211)
 (331)
 Diluted profit/(loss) per share - continuing
 operations (cents)........................................................
 3
 34
 (1)
 (23)
 (61)
 (73)
 Dividends per share (cents)...........................................
 1
 10
 -
 -
 -
 -
 Number of shares issued as at June 30..........................
 376,571,588  376,571,588  370,341,981  320,035,078  296,206,048  233,307,667
 
 
 
 
 
 
 
 Balance Sheet Data
 
 
 
 
 
 
 Total assets ................................................................
 229,928
 2,262,495
 1,947,163
 3,010,074
 1,499,432
 1,803,178
 Equity (Net assets)......................................................... 132,669
 1,305,461
 143,456
 1,015,272
 483,094
 569,890
 Ordinary share capital ................................................... 416,484
 4,098,206
 4,069,096
 3,761,368
 3,564,974
 3,069,055
 
 3B. CAPITALIZATION AND INDEBTEDNESS
 
 Not applicable.
 
 3C. REASONS FOR THE OFFER AND USE OF PROCEEDS
 
 Not applicable.
 
  1
  Translations into Dollars in this table are for convenience only and are computed at the noon buying rate in New York City at October 31,
  2008 of R9.84 per  $1.00. You should not view such translations as a representation that such amounts represent actual Dollar amounts.
 2
 Comparatives have been restated for the reclassification of the Australasian operations as discontinued operations. The discontinued operations  relate to the Porgera Joint Venture (disposed on August 17, 2007), Emperor (disposed on October 22, 2007), Netgold (disposed on March 13,  2008) and Buffelsfontein Gold Mines Limited (liquidated on 22 March 2005).


3D. RISK FACTORS
            Risks related to our business and operations
  Changes in the market price for gold, which in the past has fluctuated widely, and exchange rate fluctuations affect the
 profitability of our operations and the cash flows generated by those operations
        
 
  
        
  Inflation may have a material adverse effect on our results of operations
          We have a history of losses and may incur losses in the future


We  may  not  be  able  to meet  our  cash  requirements  because  of  a  number  of  factors,  many  of  which  are  beyond  our
 control.
          The failure to discover or acquire new Ore Reserves could negatively affect our cash flow, results of operations and
 financial condition.
              
 To the extent that we seek to expand and grow through acquisitions we may experience difficulty in managing these
 acquisitions and integrating them with our existing operations.


We may need to improve our internal controls over financial reporting and our independent auditors may not be able to
 attest to their effectiveness.
 
        
 
 Increased production costs could have an adverse effect
 
 on our results of operations.
 
    
           
               
      
    
 
 Our operations are subject to extensive environmental regulations which could impose significant costs and liabilities.


Seismicity and other natural disasters could impact the going concern of our operations.
  
  Flooding at our operations may cause us to incur liabilities for environmental damage.
 
        
 
 
 We  have  ageing  assets,  which  exposes  us  to  greater  risk  of  our  infrastructure  failing,  higher  maintenance  costs  and
  potentially greater health, safety and environmental liabilities.
 
 
  Limited tailings dam capacity at Crown exposes us to greater risk of financial loss due to lower production and health,
  safety and environmental liabilities.
 
 
 Due to the nature of our business, our Company faces extensive health and safety risks.


Events may occur for which we are not insured which could affect our cash flows and profitability.
  
  
  If we are unable to attract and retain key personnel our business may be harmed.
  
  Risks related to the gold mining industry
  A change in the price of gold, which in the past has fluctuated widely, is beyond our control.


The exploration of mineral properties is highly speculative in nature, involves substantial expenditures, and is frequently
 unproductive.
 
  
  There is uncertainty with our Ore Reserve estimates.
  
            
 Gold mining is susceptible to numerous events that could have an adverse impact on a gold mining business.


Risks related to doing business in South Africa
  Political or economic instability in South Africa may reduce our production and profitability.
  
  
  
  
  Power stoppages or increases in the cost of power could negatively affect our results and financial condition.
 
  AIDS poses risks to us in terms of productivity and costs.


The treatment of occupational health diseases and the potential liabilities related to occupational health diseases may
 have an adverse effect the results of our operations and our financial condition.
 
              
 Government policies in South Africa may adversely impact our operations and profits.
 
 Government Regulation
 
        
 The Mineral and Petroleum Resources Development Act, 2002


Taxation reform and mining royalties
  
  The Broad Based Socio-Economic Empowerment Charter
  
  
 
  Land claims
  
  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 unrest and xenophobia could affect production.
  
   The global economic crisis could have an adverse effect on our results.
  
 
  
 Our financial flexibility could be materially constrained by South African currency restrictions.
 
            Risks related to ownership of our ordinary shares or ADSs
 
 Your  ability  to  sell  a  substantial  number  of  ordinary  shares  may  be  restricted  by  the  limited  liquidity  of  ordinary
 shares traded on JSE Limited, or JSE.
 
       
 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.
 
       our 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.


We may be subject to an increase in compliance costs with our continued efforts to increase the transparency of our
 reporting requirements and changing corporate governance initiatives.
 
           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.


18
 ITEM 4. INFORMATION ON THE COMPANY
 
 4A. HISTORY AND DEVELOPMENT OF THE COMPANY
 
 Introduction
 
 DRDGOLD Limited is a South African gold mining company engaged in underground and surface gold mining including
  exploration, extraction, processing and smelting. We have a 74% interest in DRDGOLD South African Operations (Pty) Limited, or
  DRDGOLD SA. Of the remaining  26%,  20% is held by our Black Economic Empowerment, or BEE, partner Khumo Gold SPV
  (Pty) Limited, or Khumo Gold and 6% is held by an employee trust. DRDGOLD SA wholly owns and operates Blyvooruitzicht Gold
  Mining Company Limited, or Blyvoor, East Rand Proprietary Mines Limited, or ERPM, and Crown Gold Recoveries (Pty) Limited,
  or Crown. DRDGOLD SA is also in a 50:50 joint venture known as Ergo Mining (Pty) Limited, or the Ergo Joint Venture, with
  Mintails  SA  (Pty)  Limited  a  subsidiary  of  Mintails  Limited  of  Australia.  Phase  1  of  the  Ergo  Joint  Venture,  was  subsequently
  established under the Elsburg Gold Mining Joint Venture, or the Elsburg Joint Venture.
 
 We are a public company, incorporated on February 16, 1895, as Durban Roodepoort Deep, Limited, and our shares were
  listed  on the JSE  in that  same  year.  In  1898,  our  milling  operations commenced with 30  stamp  mills and in  that  year  we treated
  38,728 tons of ore and produced 22,958 ounces of gold. In South Africa, we have focused our operations on the West Witwatersrand
  basin which has been a gold production region for over 100 years.
 
 To ensure access to global markets our shares and/or related instruments trade on the JSE, Nasdaq, the Marche Libre on the
  Paris Bourse, the Brussels Bourse in the form of International Depository Receipts, the Over The Counter, or OTC, market in Berlin
  and Stuttgart and the Regulated Unofficial Market on the Frankfurt Stock Exchange.
 
 Our registered office and business address is 299 Pendoring Avenue, Blackheath, Randburg, South Africa, 2195. The postal
  address is P.O. Box 390, Maraisburg 1700, South Africa. Our telephone number is (+27 11) 219-8700 and our facsimile number is
  (+27 11) 476-2637.  We  are  registered  under  the  South  African  Companies  Act,  1973  (as  amended)  under  registration  number
  1895/000926/06.  For  our  ADSs,  The  Bank  of  New  York,  at  101  Barclay  Street,  New  York,  NY  10286,  United  States,  has  been
  appointed as agent.
 
 South African Operations
 •  Blyvoor,  acquired  on  September  15,  1997,  in  exchange  for  12,693,279  of  our  ordinary  shares,  is  a  predominantly
 underground operating mine located within the Witwatersrand Basin, exploiting gently to moderately dipping gold bearing
 quartz pebble conglomerates in addition to certain surface sources.
 •  Crown  acquired  on  September  14,  1998,  in  exchange  for  5,925,139  of  our  ordinary  shares,  also  located  within  the
 Witwatersrand  Basin,  exploits  various  surface  sources,  including  sand  and  slime  tailings  deposited  as  part  of  previous
 mining operations.
 •  ERPM  which  consists  of  an  underground  mine  and  the  Cason  Dump  surface  retreatment  operation  was  acquired  on
 October 10, 2002, by Crown.
 •  Ergo Joint Ventureis expected to explore, evaluate and process up to 1.7 billion tones of gold-, uranium- and sulphur-
 bearing tailings on the East and Central Rand goldfields of South Africa.
 
 Australasian Operations
 
 •  Tolukuma (various stakes acquired between September 1999 to June 2001, in exchange for a total of 8,125,082 shares and
 $3.3 million  in  cash),  an  underground  mine  in  PNG,  provided  an  initial  base  in  the  Australasian  region  and  led  to  the
 acquisition of a 20% interest in the unincorporated Porgera Joint Venture.
 •  Porgera, an open pit and underground mining operation in PNG, was acquired in October 2003 in exchange for 6,643,902
 of our ordinary shares and $60.3 million in cash.
 
 
 On August 17, 2007, Emperor sold its 20% interest in the Porgera Joint Venture to Barrick and on October 22, 2007, we
 sold our entire shareholding in Emperor to various institutional investors.


Important Events in Our Development Generally and in the Current Year
 Top Star Dump
     Coffey Mining (an exploration, mining and resource consulting
  firm) and has a probable reserve of 5.2 Mt, at a grade of 0.775 g/t
  
  
 Ergo and Elsburg Joint Ventures


Emperor
 
 
 ERPM


Other


4B. BUSINESS OVERVIEW
  Description of Our Mining Business
 Exploration
 
     Mining
 
    Our Metallurgical Plants and Processes
 
    Market
 
                   
   Year ended June 30,
 
 
 2008
 2007
 2006
 
 R’000
 R’000
 R’000


Ore Reserves


2008
 2007
 
                        
 Underground
 Surface
 Mine
 
 2008
 2007
 2008
 2007
 South Africa
 
 
 
 
  1
       1
       1
       2
      Australasia
      3
       
 1
 We have a 74% interest in DRDGOLD SA which in turn has a 100% interest in Blyvoor, Crown and ERPM.
 2
 We have a 37% attributable interest in
  the .
 3
 On October 22, 2007, we sold our entire shareholding in Emperor.


Ore Reserves: Imperial
 
 At June 30, 2008
 At June 30, 2007
 
 Proven Ore Reserves
 Probable Ore Reserves
 Proven Ore Reserves
 Probable Ore Reserves
 
 Tons
 Grade
 Gold
 Content
 Tons      
  Grade
 Gold
 Content
 Tons
 Grade
 Gold
 Content
 Tons
 Grade
 Gold
 Content
 
 (mill)
 (oz/ton)
 ('000 ozs)   (mill)    (oz/ton)   ('000 ozs)    
  (mill)  (oz/ton)    ('000 ozs)
 (mill)
 (oz/ton)   
  ('000 ozs)
 South African Operations:
 
 
 
 
 
 
 
 
 
 
 
 
 Blyvoor
 1
 
 
 
 
 
 
 
 
 
 
 
 
 
 Underground
  ....................................................
 11.36
 0.21
 2,439
 3.04
 0.22
 665
 13.40
 0.20
 2,744
 4.40
 0.20
 899
 Surface
  .............................................................
 10.70
 0.02
 228
 -
 -
 -
 14.19
 0.02
 243
 -
 -
 -
 Total Blyvoor.................................................
 22.06
 0.12
 2,667
 3.04
 0.22
 665
 27.59
 0.11
 2,987
 4.40
 0.20
 899
 ERPM
 1
 
 
 
 
 
 
 
 
 
 
 
 
 
 Underground
  ....................................................
 0.22
 129
 2.24
 0.20
 453
 0.51
 0.29
 147
 0.58
 0.23
 135
 Surface
  .............................................................
 10.19
 0.02
 185
 -
 -
 -
 10.74
 0.02
 200
 -
 -
 -
 Total ERPM......................................................
 10.77
 0.03
 314
 2.24
 0.20
 453
 11.25
 0.03
 347
 0.58
 0.23
 135
 Crown
 1
 
 
 
 
 
 
 
 
 
 
 
 
 Surface
  ..............................................................
 9.22
 0.01
 123    
  15.98
 0.01
 227
 11.25
 0.02
 205
 8.91
 0.02
 166
 Total Crown.....................................................
 0.01
 123   
  15.98
 0.01
 227
 11.25
 0.02
 205
 8.91
 0.02
 166
  2
 
 
 
 
 
 
 
 
 
 
 
 
 
 Surface
  ..............................................................
 5.83
 0.01
 61
 -
 -
 -
 -
 -
 -
 -
 -
 -
 Total Ergo Joint Venture
 
 ................................
 5.83
 0.01
 61
 -
 -
 -
 -
 -
 -
 -
 -
 -
 Australasian Operations:
 
 
 
 
 
 
 
 
 
 
 
 
 Tolukuma
 3
 
 
 
 
 
 
 
 
 
 
 
 
 
 Underground
  ......................................................
 -
 -
 -
 -
 -
 -
 -
 
 -
 
 -
 
 0.18
 
 0.60
 
 108
 
 Surface
  ...............................................................
 -
 -
 -
 -
 -
 -
 -
 -
 -
 -
 -
 -
 Total Tolukuma.................................................
 -
 -
 -
 -
 -
 -
 -
 -
 0.18
 0.60
 108
 Total Group
 
 
 
 
 
 
 
 
 
 
 
 
 Underground
  ......................................................
 11.94
 0.22
 2,568
 5.28
 0.21
 1,118
 13.91
 0.21
 2,891
 5.16
 0.22
 1,142
 Surface
  ...............................................................
 35.94
 0.02
 597    
  15.98
 0.01
 227
 36.18
 0.02
 648
 8.91
 0.02
 166
 Total
 4
 ..............................................................
 47.88
 0.07
 3,165  
  21.26
 0.06
 1,345
 50.09
 0.07
 3,539
 14.07
 0.09
 1,308
 
  1
 Proven and Probable Ore reserves for fiscal 2008 reflect our attributable 74% interest in Blyvoor, ERPM and Crown.
 2
  Proven and Probable Ore reserves for fiscal 2008 reflect our attributable 37% interest in the .
  3
 Proven and Probable Ore reserves for fiscal 2007 reflect our attributable 79% interest in Tolukuma. On October 22, 2007, we sold our entire shareholding in Emperor.
 4
 The Ore reserves listed in the above table are estimates of what can be legally and economically recovered from operations, and, as stated, are estimates of mill delivered in tons.


Ore Reserves: Metric
 
 At June 30, 2008
 At June 30, 2007
 
 Proven Ore Reserves
 Probable Ore Reserves
 Proven Ore Reserves
 Probable Ore Reserves
 
 Tonnes
 Grade
 Gold
 Content
 Tonnes
 Grade
 Gold
 Content
 Tonnes
 Grade
 Gold
 Content Tonnes
 Grade
 Gold
 Content
 
 (mill)
 (g/tonne)
 (tonnes)
 (mill)
 (g/tonne)
 (tones)
 (mill)
 (g/tonne)  
  (tonnes)
 (mill)
 (g/tonne)
  (tonnes)
 South African Operations:
 
 
 
 
 
 
 
 
 
 
 
 
 Blyvoor
 1
 
 
 
 
 
 
 
 
 
 
 
 
 
 Underground
  .....................................................     10.30
 7.36
 75.87
 2.76
 7.51
 20.70
 12.16
 7.02
 85.35
 3.99
 7.01
 27.97
 Surface
  ..............................................................
 9.71
 0.73
 7.08
 -
 -
 -
 12.87
 0.59
 7.56
 -
 -
 -
 
 Total Blyvoor.................................................   
  20.01
 4.15
 82.95
 2.76
 7.51
 20.70
 25.03
 3.71
 92.91
 3.99
 7.01
 27.97
 ERPM
 1
 
 
 
 
 
 
 
 
 
 
 
 
 
 Underground
  ......................................................
 0.53
 7.61
 4.02
 2.03
 6.93
 14.08
 0.46
 9.97
 4.56
 0.52
 8.03
 4.20
 Surface ................................................................
 9.24
 0.62
 5.76
 -
 -
 -
 9.74
 0.64
 6.23
 -
 -
 -
 Total ERPM.......................................................    
  9.77
 1.00
 9.78
 2.03
 6.93
 14.08
 10.20
 1.06
 10.79
 0.52
 8.03
 4.20
 Crown
 1
 
 
 
 
 
 
 
 
 
 
 
 
 Surface ................................................................
 8.37
 0.46
 3.81
 14.49
 0.49
 7.07
 10.21
 0.63
 6.39
 8.08
 0.64
 5.18
 Total Crown......................................................    
  8.37
 0.46
 3.81
 14.49
 0.49
 7.07
 10.21
 0.63
 6.39
 8.08
 0.64
 5.18
  2
 
 
 
 
 
 
 
 
 
 
 
 
 
 Surface
  ...............................................................
 5.29
 0.36
 1.91
 -
 -
 -
 -
 -
 -
 -
 -
 -
 Total Ergo Joint Venture
 
 ................................
 5.29
 0.36
 1.91
 -
 -
 -
 -
 -
 -
 -
 -
 -
 Australasian Operations:
 
 
 
 
 
 
 
 
 
 
 
 
 Tolukuma
 3
 
 
 
 
 
 
 
 
 
 
 
 
 
 Underground
  .....................................................
 -
 -
 -
 -
 -
 -
 -
 -
 -
 0.16
 20.58
 3.35
 Surface
  ..............................................................
 -
 -
 -
 -
 -
 -
 -
 -
 -
 -
 -
 -
 Total Tolukuma...............................................
 -
 -
 -
 -
 -
 -
 -
 -
 -
 0.16
 20.58
 3.35
 Total Group
 
 
 
 
 
 
 
 
 
 
 
 
 Underground
  ......................................................   10.83
 7.38
 79.89
 4.79
 7.27
 34.78
 12.62
 7.13
 89.91
 4.67
 7.60
 35.52
 Surface
  ...............................................................   
  32.61
 0.57
 18.56
 14.49
 0.49
 7.07
 32.82
 0.61
 20.18
 8.08
 0.64
 5.18
 Total
 4
 ...............................................................
 43.44
 2.27
 98.45
 19.28
 2.17
 41.85
 45.44
 2.42
 110.09
 12.75
 3.19
 40.70
 
 1
 Proven and Probable Ore reserves for fiscal 2008 reflect our attributable 74% interest in Blyvoor, ERPM and Crown.
 2
 Proven and Probable Ore reserves for fiscal 2008 reflect our attributable 37% interest in the Ergo Joint Venture.
 3
 Proven and Probable Ore reserves for fiscal 2007 reflect our attributable 79% interest in Tolukuma. On October 22, 2007, we sold our entire shareholding in Emperor.
 4
 The Ore reserves listed in the above table are estimates of what can be legally and economically recovered from operations, and, as stated, are estimates of mill delivered in tons.


Year ending June 30, 2008
 Three-year
 average price
 Business Plan
 at prevailing
 price
 10% Below
 prevailing
 price
 10% Above
 prevailing
 price
                 Year ending June 30, 2007
 Three-year
 average price
 Business Plan
 at prevailing
 price
 10% Below
 prevailing
 price
 10% Above
 prevailing
 price
                 Year ending June 30, 2006
 Three-year
 average price
 Business Plan
 at prevailing
 price
 10% Below
 prevailing
 price
 10% Above
 prevailing
 price
                    Underground
 
 Surface
 Mine
 Dilution
 (Sundries,
 Shortfall and
 Development)
 (%)
 Mine Call Factor
 (%)
 Metallurgical and
 recovery factor
 (%)
 Mine Call Factor
 (%)
 Metallurgical and
 recovery factor
 (%)
                          
 Underground
 
 Surface
 Mine
 Dilution
 (Sundries,
 Shortfall and
 Development)
 (%)
 Mine Call Factor
 (%)
 Metallurgical and
 recovery factor
 (%)
 Mine Call Factor
 (%)
 Metallurgical and
 recovery factor
 (%)


Mine
 Proven
 Reserves
 Probable
 Reserves
                 Underground
 
 Surface
 Mine
 Pay-limit grade
 (g/t)
 Costs used to
 determine pay-
 limit grade
 (R/t)
 Pay-limit grade
 (g/t)
 Costs used to
 determine pay-
 limit grade (R/t)
                        Underground
 
 Surface
 Mine
 Pay-limit grade
 (g/t)
 Costs used to
 determine pay-
 limit grade
 (R/t)
 Pay-limit grade
 (g/t)
 Costs used to
 determine pay-
 limit grade (R/t)


Governmental regulations and their effects on our business
  South Africa
 
 Common Law Mineral Rights and Statutory Mining Rights
 
 
 Old Order Rights - Mining Authorizations
 
          Conversion of Rights under the Mineral and Petroleum Resources Development Act, 2002


Mining royalties
                             The Broad Based Socio-Economic Empowerment Charter


ine Health and Safety Regulation
 
                                               nvironmental Regulation


Financial Provision for Rehabilitation


33
 4C. ORGANIZATIONAL STRUCTURE
 
 The following chart shows our principal subsidiaries and joint venture as of October 31, 2008. All of our subsidiaries are
 incorporated in South Africa unless otherwise indicated. We hold the majority of the investments directly or indirectly as indicated
 below. Refer to Exhibit 8.1 for a list of our directly held subsidiaries.
 
  100%
 50%
 74%
 100%
 65%
 100%
 100%
 100%
 100%
 1
 All shafts at Durban Deep have been closed.
 2
 West Wits will be used going forward to extract and dispose of underground water.
 DRDGOLD South African
 Operations (Pty) Limited
 DRDGOLD Limited
 West Witswatersrand Gold
 Holdings Limited
 Durban Deep
 1
 Crown Gold Recoveried (Pty)
 Limited
 East Rand Proprietary Mines
 Limited
 Blyvooruitzicht Gold Mining
 Company Limited
 West Witwatersrand Gold Mines
 Limited
 2
 Elsburg Gold Mining Joint
 Venture
 ERGO Mining (Pty) Limited


34
 4D. PROPERTY, PLANTS AND EQUIPMENT
 DRDGOLD OPERATIONS
  OCTOBER 31, 2008


Description of Significant Subsidiaries, Properties and Mining Operations
 Witwatersrand Basin Geology
 
  
   
    Blyvoor
 Overview
          Property


History
 937
   1942
  1995
  1996
  1997
  2001
  2003
  2004
   2005
   respectively.  On July 6, 2005, we signed a Memorandum of Understanding with KBH regarding the acquisition by Khumo Gold of a
 15% stake in our South African Operations. On October 27, 2005, our Board of Directors approved the transaction with Khumo Gold. The new structure resulted in
   
 2006
    2007
   2008
   Geology and Mineralization
  
  
 Mining and Processing


Exploration and Development


Environmental and Closure Aspects


Ore Reserves and Life of Mine
 
      
    Current Production
 
    
 
     
     
   
 
 Year ended June 30,
 
 2008
 2007
 2006
 Production
                               Results of Operations (R)
       1
      1
     
 1


Crown
 Overview
          Property
    
           History
 979
    1982
  1986
  1997
      1998
  2002
  2005
  15% stake in our South African Operations. On October 27, 2005, our board of directors approved the transaction with Khumo Gold. The new structure resulted in
   2006
   
 DRDGOLD SA. On August 28, 2006, we concluded an agreement with Anglo Gold Ashanti to purchase the Top Star Dump.
 
 2008


Mining and Processing
 
   
     
      
 
      
    
       
 
 City Deep Plant:
     
 
 Crown Mines Plant:
   
 
 Knights  Plant:
   
 
 Exploration and Development


Environmental and Closure Aspects
 
               
        
       
      
 
 Ore Reserves and Life of Mine
 
       
 Current Production
 
     
    
   
 Year ended June 30,
 
 2008
 2007
 2006
 Production
                  Results of Operations (R)
            1
         
 1


ERPM
 
 Overview
      
 
 Property
 
        
      
    
 History
 
 1895
  1991
  1999
   2000
   2002
  2003
   2004
   2005
 Central Shaft placed on care and maintenance. On July 6, 2005, we signed a Memorandum of Understanding with KBH regarding the acquisition by Khumo Gold of a
 15% stake in our South African Operations. On October 27, 2005, our board of directors approved the transaction with Khumo Gold. The new structure resulted in
   2006
   DRDGOLD SA. A prospecting right covering an area of 1,252 hectares (3,093 acres) of the neighboring Sallies lease area, referred to as
  
 2007
   2008


Mining and Processing
 
      
       
           
                            
 Exploration and Development


Environmental and Closure Aspects
 
 
            
      
       
      
 Ore Reserves and Life of Mine
 
         
 Current Production
 
   
   
 Year ended June 30,
 
 2008
 2007
 2006
 Production
                                 Results of Operations (R)
            1
      1
     
 1


Ergo and Elsburg Joint Ventures
 Overview
  
  
  
  Property
    
 
 
 Environmental and Closure Aspects       Ore Reserves and Life of Mine


Exploration Projects
 
      
 Blyvoor
 
           RPM Extension 1
 
             ERPM Extension 2


Argonaut Project
           Uranium Exploration


Discontinued Operations
 Tolukuma
 Overview
             Property
 
                           History
  1984
  1987
  1993
  1999
  2001
  2006
   2007
   tenements.  On October 22, 2007, we sold our entire interest in Emperor for R355.8 million (A$55.9 million).


Mining and Processing
                    Environmental and Closure Aspects
 
                     Ore Reserves and Life of Mine


Production
 
   
  
 
 Year ended June 30,
 
 2008
 2007
 2006
 Production
                  Results of Operations (R)
         1
     1
    Porgera
  Overview
                    Property
                
 1


History
 1938
  1975
    1979
    1989
     1990
   1993
    1997
   1999
    2002
    2003
    2004
  2005
  2006
 
   2007
   Mining and Processing


Environmental and Closure Aspects
                  Production
             
 Year ended June 30,
 
 2008
 1
 
 2007
 2006
 Production
                 Results of Operations (R)
            2
      2
      
 1
   2


Durban Deep
  Overview
 
                      
 Property
        Mining and Processing
     Environmental and Closure Aspects


West Wits
 Overview
            Property


History
 1967
  1996
  2000
  2002
   2003
   2004
 
   2005
    Mining and Processing
              Environmental and Closure Aspects


Legal Proceedings
 Invalid Issuance of Ordinary Shares in Connection with the Rawas Acquisition and other related legal proceedings
                                        per se


Application to reverse the granting of a mining right
 
  inter alia
       LSawsuit by French Shareholders
 
           •


Competition tribunal case
 
              Litigation regarding environmental issues
                 Legal proceedings relating to an agreement to sell Durban Deep’s mine village
          
 ITEM 4A. UNRESOLVED STAFF COMMENTS


ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
           
      Business overview
   Key drivers of our operating results and principal factors affecting our operating results
     Recent  acquisitions  and  dispositions
    Key financial and operating indicators
    Application of critical accounting  policies
    Operating results


5A. OPERATING RESULTS
  Business overview
 
                                    Key drivers of our operating results and principal factors affecting our operating results


Gold price
             
    2008 fiscal year
 2007 fiscal year
 % change
                       2007 fiscal year
 2006 fiscal year
 % change
                       2006 fiscal year
 2005 fiscal year
 % change


Gold production and operating costs
                              General economic factors
    Effect of exchange rate fluctuations


Effect of inflation
 
      
 ear ended June 30,
 2008
 
 (%)
 2007
 (%)
 2006
 (%)
 
 
 
 
        South African political, economic and other factors


Recent acquisitions and dispositions
        DRDGOLD SA
 
      
     
       
        
         Emperor


Top Star Dump
              Ergo and Elsburg Joint Ventures


Other


Key financial and operating indicators
       Operating data
 1
 
 Continuing operations
 
 Year ended June 30,
  2008
 2007
 2006
                    2
      3
           
 Discontinued operations
 4
 
  
 1
    2
    3
    4
     Year ended June 30,
  2008
 2007
 2006
                     2
      3


Revenue
    Year ended June 30,
  2008
 R'000
 2007
 
 R'000
 2006
 R'000
 Continuing operations
        1
     1
    Total 1,843,912
 1,534,777
 970,604
     Discontinued operations
 2
      -
    -
      Total 89,235
 674,928
 629,390
             
 1
   2


Gold production
 
  
  Production in Year ended June 30
 
 2008
 2007
 2006
 
 Ounces
 Kilograms
 Ounces
 Kilograms
 Ounces
 Kilograms
 Continuing operations
 
 
 
 
 
 
 
                     1
 
       1
 
                           Total attributable production
 308,005
 9,580
 334,496
 10,404
 315,976
 9,828
 -
 -
 -
 -
   Total South African Operations
 308,005
 9,580
 334,496
 10,404
 276,971
 8,615
        Discontinued operations
 2
 
                     
      Total Australasian Operations
 13,427
 417
 142,661
 4,435
 211,425
 6,576
 
         
            
  
 1
    2


Cash costs
 1
 and total costs
 2
 per kilogram
 
          econciliation of cash costs per kilogram, total costs and total costs per kilogram
 
     
   
       
                  
 1
    2


For the year ended June 30, 2008
 (in R'000, except as otherwise noted)
  Continuing Operations
 Discontinued Operations
  Blyvoor
 Crown
 ERPM
 Other
 1
 Total South
 African
 Operations
 Other-
 Offshore
 Operations
 1
 Total
 Continuing
 Operations
 Porgera
 2
 
 Tolukuma
 2
 
 Other
 1 2
 Total
 discontinued
 operations
 Operating costs
 3
  
 
    1,503,015
  1,503,015
  
   124,437
 Plus:
      
  
   
      69,077
  
 69,077
  
   854
      11,344
  
 11,344
  
   -
       30,171
  
 30,171
  
   4,019
      (15,243)
  
 (15,243)
  
   10,059
 Total operating costs
    1,598,364
 -    1,598,364
  
   139,369
 Plus:
      
  
   
      -
  
 -
  
   433
      63,915
  
 63,915
  
   46,718
      77,332
  
 79,439
  
   20,084
      (84,226)
  
 (91,975)
   (3,040)
      115,636
  
 108,068
  
   59,625
 Total costs
    1,771,021  1,757,811
   263,189
      308,005
  
 308,005
  
   13,427
      9,580
  
 9,580
  
   417
      156,891
  
 156,891
  
   298,410
      184,866
  
 183,488
  
   631,149
 
 1
  2
    3


For the year ended June 30, 2007
 (in R'000, except as otherwise noted)
 
 Continuing Operations
 Discontinued Operations
  Blyvoor
 Crown
 ERPM
 Other
 1
 
 Total
 South
 African
 Operations
 Other-
 Offshore
 Operatio
 ns
 1
 Total
 Continuing
 Operations   Porgera
 2
 
 Vatukoula
 2
 Tolukuma
 2
 
 
 
 
 Other
 1 2
 
 Total
 discontinued
 operations
 Operating costs
 3
  
  1,315,126
  1,315,126
  
 719,996
 Plus:
      
   
 
  
      63,905
  
 63,905
  
  
  115,027
      938
  
 938
   
  
  26,507
       19,952
  19,952
   
  
  -
 
     (2,875)
  
 (2,875)
    (14,380)
 Total operating costs
   1,397,046
 - 1,397,046
 
 847,150
 Plus:
      
  
    
      -
  -
  
  
 50,852
     5,888
  
 5,913
  
   872,133
      76,208
 109,277
  
 100,709
      (3,344)
 (7,908)
  
 (21,215)
      19,469
  
 24,236
  
 81,747
 Total costs
  1,495,267 1,528,564
 1,931,376
    334,496
  
 334,496
  
  
  142,661
      10,404
  
 10,404
   
  
  4,435
    126,406
  
 126,406
  
  162,344
   143,720
  
 146,921
   435,485
 
 
 1
  2
    3


For the year ended June 30, 2006
 (in R'000, except as otherwise noted
 
 Continuing Operations
 Discontinued Operations
  Blyvoor
 Crown
 ERPM Other
 1
 
 Total South
 African
 Operations
 Other-
 Offshore
 Operations
 1
 Total
 Continuing
 Operations  Porgera
 2
 
 Vatukoula
 2
 Tolukuma
 2
 
 
 
 
 Other
 1 2
 
 Total
 discontinued
 operations
 Operating costs
 3
  
  873,236
  873,235
  509,853
 Plus:
      
  
    
      54,749
  
 54,749
  
    95,883
      984
  
 984
  
    4,642
      28,301
  
 28,301
  
    10,768
 
     1,642
  
 1,642
  
   (5,148)
 Total operating costs
  958,912
 - 958,912
  615,998
 Plus:
      
  
    
      (37)
  
 (37)
  
   (34,577)
     (44,073)
 (44,073)
  
   (74,465)
     55,291
  
 48,161
  
    83,222
     (5,674)
  (10,566)
  
   (92,732)
     93,641
  
 92,889
     13,687
 Total costs
 1,058,060  1,045,286
  511,133
      276,971
  276,971
    185,087
      8,615
  
 8,615
  
    5,757
    101,362
  101,362
  
  88,562
    122,816
  121,333
  
  88,785
  
 1
  2
    3


Capital expenditure
 
              
 Ore Reserves
 
          
  Year ended June 30,
 
 2008
 2007
 2006
 
 Ounces
 Kilogram
 s
 Ounces
 Kilograms
 Ounces     
  Kilograms
 
 ‘000
 
 ‘000
 
 ‘000
 
 Continuing operations
 
 
 
 
 
 
         1
         1
        
      Total Ore Reserves from continuing operations
 4,510
 140,305
 4,739
 147,424
 5,351
 166,441
 
 
 
 
 
 
 
 Discontinued operations
 
 
 
 
 
 
  2
 
 
     
  
         3
        Total  Ore  Reserves  from  discontinued
 operations
 -
 -
 108
 3,354
 2,151
 66,889
         
 1
   2
   3


Application of critical accounting policies
 
      
     
       
      
 Property, plant and equipment
 
               
 Impairment of property, plant and equipment


Deferred income and mining taxes
 
                   eclamation and environmental costs
                       ost-retirement medical benefits


Financial instruments
          Operating results
 Comparison of financial performance for the fiscal year ended June 30, 2008 with fiscal year ended June 30, 2007
  Revenue
     
 Impact of change in volume
 
 
 
 R’000
 Total
 
 revenue
 2007 Acquisitions
 Internal
 growth/
 (decline)
 Impact of
 change in
 price
 Net
 change
 Total
 revenue
 2008
                      Total  Operations
 
 1,534,777
 -
 (121,614)
 430,749 309,135
 
 1,843,912
      perating costs
     
 Impact of change in volume
 
 
 
 R’000
 Total
 operating
 costs
 
 2007 Acquisitions
 Internal
 growth/
 (decline)
 Impact of
 change in
 costs
 Net
 change
 Total
 operating
 costs
 2008
                       1
        Total 1,315,126
 -
 (95,748)
 283,637 187,889 1,503,015
  
 1


Years ended June 30,
 
 Costs
 2008
 2007
                             Rehabilitation provision and amounts contributed to environmental trust funds
            Depreciation
   Retrenchment costs
      mpairments
     
 Administration expenses and general costs


Finance income
    inance expenses
 
     Income tax
 
     Profit on disposal of discontinued operations
          Comparison of financial performance for the fiscal year ended June 30, 2007 with fiscal year ended June 30, 2006
  Revenue
 
    
 Impact of change in volume
 
 
 
 R’000
 Total
 
 revenue
 2006     Acquisitions
 Internal
 growth/
 (decline)
 Impact of
 change in
 price
 Net
 change
 Total
 revenue
 2007
     
   1
     
   1
     
  Total
 970,604
 -
 214,541
 349,632    
  564,173    1,534,777
      
 1


Operating costs
     
 Impact of change in
 volume
 
 
 
 R’000
 Total
 operating
 costs
 
 2006   Acquisitions
 Internal
 growth/
 (decline)
 Impact of
 change in
 costs
 Net
 change
 Total
 operating
 costs
 2007
                             Total
 873,236
 -
 (455,977)
 897,867
 441,890    1,315,126
    Years ended June 30,
 
 Costs
 2007
 2006
                             Rehabilitation provision and amounts contributed to environmental trust funds
          Depreciation
   Retrenchment costs


Impairments
    Administration expenses and general costs
     Finance income
   inance expenses
 
     Income tax
 
    Profit from discontinued operations, net of taxes


5B. LIQUIDITY AND CAPITAL RESOURCES
 
 Operating activities
 
       
 Investing activities
 
   
        .


Financing activities
 
    
     
     
        Borrowings and funding
 
 
                  Anticipated funding requirements and sources


5C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.
 
   5D. TREND INFORMATION
 
               5E. OFF-BALANCE SHEET ARRANGEMENTS
 
    5F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
  
  
 Payments due by period
  Total
 Less than
 1 year
 Between
 1-3 years
 Between
 3-5 years
 More than
 5 years
  R’000
 R’000
 R’000
 R’000
 R’000
              1
              2
       Total contractual cash obligations
 726,171
 166,038
 66,245
 147,044-
 346,844
  5G.
 SAFE HARBOR
 
  
 
 1
  2


ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
 
 6A. DIRECTORS AND SENIOR MANAGEMENT
  Directors and Executive Officers
 
             Executive Director
 
 John William Cornelius Sayers (62) .
       Daniel Johannes  Pretorius  (41)
      Craig Clinton Barnes (38)
      Non-Executive Directors
 
 Geoffrey  Charles  Campbell  (47).
         Robert  Peter  Hume  (68).


Douglas  John  Meldrum  Blackmur  (64).
          
 James Turk (61).
        Edmund Jeneker (46)
       Senior Management
 
  
 David Johannes Botes (51)
  
 
 Jacob  Hendrik  Dissel  (50)
  
 Themba John Gwebu (44)
   
 Amanda  Roxanne  Hoosen  (30)
     Andrew Norman Weir (44)
     Henry  Gouws  (39)
     Kevin Peter Kruger (40)
    Louis Charles Lamsley (60)


Hurwa Ben Nyirenda (45)
         Cornelius Russouw (50)
      Wayne Swanepoel (45)
      Charles  Methley Symons (54)
   
 
 Phillip Watters (52)
     David Whittaker (52)
   Changes in our Board of Directors and Executive Officers
 
   Appointments
 
 Title
 Date
              Resignations
 Title
 Date


Directors' Terms of Service
 
    
 Director
 Title
 Year first
 appointed
 Term of
 current
 office
 Unexpired
 term of
 current office
                                         
     
 6B. COMPENSATION
                 
   Directors
 Basic
 salary/fees
 (R'000)
 Retirement
 fund
 contributions/
 bonus/restraint
 of
 trade/expenses
 (R'000)
 Total
 (R'000)
 Share
 option
 scheme
 gains
 (R'000)
 Executive
               Subtotal
 3,994
 1,655
 5,649
 -
 Non-Executive
                    
           Subtotal
 3,586
 362
 3,948
 -
 Alternates
 
 
 
 
  
  
  
  
 -
 Subtotal
 1,562
 846
 2,408
 -
 Total
 9,142
 2,863
 12,005
 -


Compensation of senior management
             Service Agreements


91
 6C. BOARD PRACTICES
 Board of Directors
 
 As at October 31, 2008, the board of directors comprises three Executive Directors (Mr. J.W.C. Sayers, Mr. C.C. Barnes
 and  Mr.  D.J.  Pretorius),  and  five  Non-Executive  Directors  (Messrs.  G.C. Campbell,  D.J.M. Blackmur,  R.P. Hume,  J. Turk  and
 E.A.  Jeneker).  The  Non-Executive  Directors  are  independent  under  the  Nasdaq  requirements  and  the  South  African  King  II
 Report, with the exception of Mr. J. Turk, by virtue of his directorship of G.M. Network Limited (GoldMoney.com) in which we
 had a 12.3% interest which was disposed of on September 17, 2008.
 On accordance with the King II Report on corporate governance, as encompassed in the JSE Listings Requirements, and
 in  accordance  with  the  United  Kingdom  Combined  Code,  the  responsibilities  of  Chairman  and  Chief  Executive  Officer  are
 separate.  Mr.  G.C.  Campbell  is  the  Non-Executive  Chairman,  Mr.  J.W.C.  Sayers  is  the  Chief  Executive  Officer  and  Mr.  C.C.
 Barnes is the Chief Financial Officer. Professor D.J.M. Blackmur was appointed senior independent Non-Executive Director. 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 Nasdaq 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  to  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 Remuneration and Nominations Committee formally evaluates the executive directors and the alternate directors on
 an annual basis, based on objective criteria.
 All  directors,  in  accordance  with  the  Company’s  Articles  of  Association,  are  subject  to  retirement  by  rotation  and  re-
 election  by  shareholders.  In  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  to  the  advice  and  services  of  the  Company  Secretary,  who  is  responsible  to  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.
 Two of the Non-Executive Directors (Messrs. G.C. Campbell and R.P. Hume) have share options under the Company’s
 share option scheme, but we do not believe that this interferes with their independence. No new share options were issued to Non-
 Executive Directors since December 2004. See Item 6A.: “Directors, Senior Management and Employees” and Item 6E.: “Share
 ownership”.
 
 Board meetings are held quarterly in South Africa. The structure and timing of the Company’s board meetings, which are
 scheduled over 2 or 3 days, allows adequate time for the Non-Executive Directors to interact without the presence of the executive
 directors.  The  board  meetings  include  the  meeting  of  the  Risk  Committee,  Audit  Committee,  Remuneration  and  Nominations
 Committee  and  Transformation  and  Sustainable  Development  Committee  which  act  as  subcommittees  to  the  board.  Each
 subcommittee is chaired by one of the Independent Non-Executive Directors who provide a formal report back to the board. Each
 subcommittee  meets  for  approximately  half  a  day.  Certain  senior  members  of  staff  are  invited  to  attend  the  subcommittee
 meetings.


Executive Committee
 
        Operational Committee
        Board Committees
            Committees of the Board of Directors
 Remuneration and Nominations Committee


Audit and Risk Committees
         Audit Committee


Risk Committee
 
          
 
                             Transformation and Sustainable Development Committee


6D. EMPLOYEES
 Employees
    
 Year ended June 30
 
 
 2008
 2007
 
 2006
                   
 Year ended June 30,
 
 Category of Activity
 2008
 2007
 2006
                                                 Labor Relations


Safety statistics
      Per million man hours)
 Year ended June 30,
  2008
  2007
  1
     1
           
 1
 Calculated as follows: actual number of instances divided by the total number of man hours worked multiplied by one million.


97
 6E. SHARE OWNERSHIP
 
 
 As of October 31, 2008, options to purchase ordinary shares held by directors were as follows:
 
 Directors
 Options at
 June 30,
 2007
 Options
 granted
 during the
 period
 Average
 Exercise
 price (R)
 Options
 exercised
 during the
 year
 Average
 Exercise
 Price (R)
 Options
 lapsed
 during the
 year
 Options at
 October 31,
 2008
 Expiration
 Dates
 1
 
 
 
 
 
 
 
 
 
 
 Non-Executive
 
 
 
 
 
 
 
 
 G.C. Campbell..............
 57,994
 -
 -
 -
 -
 -
 57,994  3/20/2012-
 6/17/2015
 R.P. Hume ....................
 77,907
 
 -
 -
 -
 -
 -
 77,907  10/1/2011-
 6/17/2015
 C.C. Barnes
 218,081
 144,300
 -
 -
 -
 -
 362,381  11/1/2014-
 10/29/2017
 D.J. Pretorius ................
 647,434
 345,000
 -
 -
 -
 -
 992,434  4/22/2013-
 10/29/2017
 
 
 Each option is representative of a right to acquire one ordinary share at a predetermined exercise price.
 
 
 Closed periods apply  to share trading by  directors and  other employees, whenever certain employees  of the Company
 become or could potentially become aware of material price sensitive information, such as information relating to an acquisition,
 quarterly results etc., which is not in the  public domain. When  these employees 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 quarterly results the embargo is group-wide.
 
 
 Under the listings requirements of the JSE, we are not required to disclose, and we do not otherwise disclose or ascertain,
 share ownership of individual executive officers in our share capital. However, to the best of our  knowledge, we believe that our
 ordinary shares held by executive officers, in aggregate, do not exceed one percent of the Company’s issued ordinary share capital.
 For details of share ownership of directors see Item 7A.: “Major Shareholders.”
 
 DRDGOLD (1996) Share Option Scheme, or the Scheme
 
 
 We operate a securities option plan as an incentive tool for our Executive Directors, Non-Executive Directors and senior
 employees whose skills and experience are  recognized as  being essential to  the Company’s  performance. In terms  of  the Scheme
 rules, a maximum of 15% of the issued ordinary shares is reserved for issuance thereunder and no participant may hold options at any
 time, which if exercised in full, would exceed 4% of our issued share capital at that time. As at October 31, 2008, the number  of
 issued  and  exercisable  share  options  was  approximately  5%  of  the  issued  ordinary  share  capital,  which  is  within  the  National
 Association of Pension Funds (United Kingdom) international accepted guideline of 3 to 5% for such schemes. In addition, the
 participants  in  the  Scheme  are  fully  taxed  at  their  maximum  marginal  tax  rate  on  any  gains  realized  on  the  exercise  of  their
 options.
 
 
 The price at which an option may be exercised is the lowest seven day trading average of the closing market prices of an
 ordinary share on the JSE, as confirmed by our directors, during the three months preceding the day on which the employee is granted
 the option. Each option remains in force for ten years after the date of grant, subject to the terms of the option plan. Options granted
 under the plan vest at the discretion of our directors, but primarily according to the following schedule over a maximum of a three
 year period:
 
 Percentage vested in each period
 Period after the original date of the option grant
 25%
 6 months
 25%
 1 year
 25%
 2 years
 25%
 3 years
 
 
 Any options not exercised within ten years from the original date of the option grant will expire and may not thereafter be
 exercised. The previous bi-annual allocation of options was changed in April 2006 to an annual allocation.
 
 
 Options to purchase a total of 15,935,619 ordinary shares were outstanding on June 30, 2008, of which options to purchase
 11,257,594 ordinary shares were currently exercisable. In fiscal 2008, a total of 101 employees participated in the Scheme including
 Executive Directors, Non-Executive Directors and other senior employees. The outstanding options are exercisable at purchase prices
 that range from R3.88 to R36.08 per share and expire ten years from the date of issue to the participants.
  1
 Certain Directors hold options which expire at various times. For those directors, a range is provided indicating the earliest and latest expiration
 dates.


ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
  7A. MAJOR SHAREHOLDERS
 
                           
 Shares Beneficially Owned
 
 Holder
 Number
 Percent
     *
   *
   *
   *
   *
   *
   *
   *


Cumulative Preference Shares
 
             
  7B. RELATED PARTY TRANSACTIONS
  Rand Refinery agreement
 
        
 Management service agreements
 
            Consultancy agreement
 
   .
  Completion of the sale of the Porgera Joint Venture
 
        Sale of Emperor
 
    .


Ergo and Elsburg Joint Ventures


Emperor
         
 Other
 
     
          
 
       
 Success fee payable to Khumo Bathong Holdings (Pty) Ltd
 
  
         
        
 7C. INTERESTS OF EXPERTS AND COUNSEL


102
 ITEM 8. FINANCIAL INFORMATION
 
 8A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION
 
 1.
 Please refer to Item 18.: "Financial Statements."
 
 2.
 Please refer to Item 18.: "Financial Statements."
 
 3.
 Please refer to Item 18.: "Financial Statements."
 
 4.
 The last year of audited financial statements is not older than 15 months.
 
 5.
 Not applicable.
 
 6.
 Not applicable.
 
 7.
 See under Item 4D.: "Property, plant and equipment—Legal Proceedings."
 
 8.
 Please see Item 10B.: "Memorandum and Articles of Association."
 
 8B.
 SIGNIFICANT CHANGES
 
 For  a  discussion  of  significant  changes  that  have  occurred  since  June  30,  2008,  the  date  of  the  last  audited  financial
 statements included in this Annual report, please see Note 29 “Subsequent Events” under Item 18.: "Financial Statements," which
 describes post balance sheet events.


103
 ITEM 9. THE OFFER AND LISTING
 
 9A.
 OFFER AND LISTING DETAILS
 
 The  following  tables  set  forth,  for  the  periods  indicated,  the  high  and  low  market  sales  prices  and  average  daily  trading
 volumes of our ordinary shares on the JSE and ADSs on the Nasdaq Capital Market.
 
 
 Price Per
 Ordinary Share
 
 R
 Price Per
 ADS
 1
 
 $
 Average Daily
 Trading
 Volume
 Year Ended
 High
 
 Low
 High  Low
 Ordinary
 Share
 ADSs
 1
 
 
 
 
 
 
 
 
 June 30, 2004.........................................................................................
 27.75
 15.00
 4.10  2.20
 118,454
 4,084,794
 June 30, 2005.........................................................................................
 15.80
 4.15
 2.66  0.30
 136,947
 2,440,765
 June 30, 2006.........................................................................................
 12.10
 5.60
 2.02  0.85
 431,319
 3,700,024
 June 30, 2007.........................................................................................
 11.50
 3.70
 1.63  0.54
 829,879
 3,088,840
 June 30, 2008.........................................................................................
 10.25
 3.50
 13.52  4.73
 1,200,052
 260,761
 
 
 Price Per
 Ordinary Share
 R
 Price Per
 ADS
 1
 
 $
 Average Daily
 Trading
 Volume
 Quarter
 High
 Low  High  Low
 Ordinary
 Share
 ADSs
 1
 
 Q1 July – September 2006 ....................................................................  11.50
 8.82
 1.63
 1.25
 504,267
 2,329,311
 Q2 October – December 2006...............................................................  10.85
 6.11
 1.42
 0.84
 840,975
 2,945,080
 Q3 January – March 2007 .....................................................................
 6.60
 3.70
 0.94
 0.54
 1,039,898
 3,886,350
 Q4 April – June 2007.............................................................................
 6.67
 4.40
 0.94
 0.65
 936,548
 3,219,930
 
 
 
 
 
 
 
 Q1 July – September 2007 ....................................................................
 6.19
 3.50
 8.76
 4.73
 1,115,063
 234,594
 Q2 October – December 2007...............................................................
 6.55
 4.70  10.29
 6.97
 642,758
 210,092
 Q3 January – March 2008 .....................................................................  10.25
 5.05  13.52
 7.14
 1,873,417
 410,113
 Q4 April – June 2008.............................................................................
 8.02
 4.65  10.31
 6.10
 1,178,992
 194,839
 Q1 July – September 2008 ....................................................................
 6.40
 3.37
 8.03
 3.96
 956,300
 178,692
 
 
 Price Per
 Ordinary Share
 R
 Price Per
 ADS
 $
 Average Daily
 Trading Volume
 Month Ended
 High
 Low  High  Low
 Ordinary
 Share
 ADSs
 May 31, 2008 .........................................................................................
 6.97
 5.23
 9.00
 7.00
 1,410,943
 205,969
 June 30, 2008 .........................................................................................
 6.35
 4.65
 8.08
 6.10
 1,124,894
 178,928
 July 31, 2008..........................................................................................
 6.40
 4.50
 8.03
 6.12
 1,007,593
 148,290
 August 31, 2008.....................................................................................
 4.75
 3.81
 6.40
 4.89
 960,202
 150,742
 September 30, 2008 ...............................................................................
 4.68
 3.37
 5.98
 3.96
 896,218
 238,494
 October 31, 2008 ...................................................................................
 5.95
 3.38
 5.13
 3.02
 1,866,472
 244,419
 
 The cumulative preference shares are not traded on any exchange.
 
 There have been no significant trading suspensions with respect to our ordinary shares on the JSE during the past three years
 ended June 30, 2008, nor have there been any significant trading suspensions with respect to our ADRs on the Nasdaq Capital Market
 since our listing on that market.
 
 9B. PLAN OF DISTRIBUTION
 
 Not applicable.
 
  1
 Note that with effect from July 23, 2007, we changed our ADS ratio to reflect one ADS for ten of our ordinary shares.


104
 9C. MARKETS
 
 Nature of Trading Markets
 
 
 The  principal  trading  market  for  our equity  securities is  the JSE  and  our ADSs that trade on  the Nasdaq  Capital  Market
 (formerly Nasdaq SmallCap Market) in the form of ADRs under the symbol “DROOY.” Our ordinary shares trade on the JSE under
 the symbol “DRD.” Our ordinary shares also trade on the Marche Libre on the Paris Bourse (symbol: DUR) and Brussels Bourse
 (symbol: DUR) in the form of International Depository Receipts. The ordinary shares also trade on the over the counter markets in
 Berlin, Stuttgart and the Regulated Unofficial Market on the Frankfurt Stock Exchange. The ADRs are issued by The Bank of New
 York, as depositary. Each ADR represents one ADS. Until July 23, 2007, each ADS represented one of our ordinary shares. Prior to
 February 2001, our ADSs traded on the Nasdaq National Market.
  
 On January 22, 2007, we received a Nasdaq Staff Deficiency letter indicating that we failed to comply with the $1.00 per
 share Minimum Bid Price Requirement, or the MBPR, on the Nasdaq Capital Market for continued listing set forth in Marketplace
 Rule  4320(e)(2)(E)(ii).  In  accordance  with  this  Rule,  we  were  provided  with  180  calendar  days,  or  until  July 23, 2007,  to  regain
 compliance. As our ADSs had been consistently trading on the Nasdaq Capital Market at a price below the MBPR, we changed our
 ADS ratio from one ADS for one of our ordinary shares to one ADS for ten of our ordinary shares on July 23, 2007. With effect from
 the commencement of business on July 23, 2007, we affected a 1:10 reverse stock split (i.e. a 10:1 consolidation) of our ADRs.
  Nasdaq Exemption
  
 Exemption from the shareholder approval requirements
 
 
 Between August and December 2003, the Company entered into a series of discounted issuances with several different
 investors
 resulting  in  the  issuance  of  ordinary  shares,  and  securities  convertible  into  ordinary  shares,  totaling  46,843,902,  or
 25.43%  of  the  total  shares  outstanding  on  a  pre-issuance  basis.  Included  within  those  issuances,  on  December  12,  2003,  the
 Company entered into an agreement granting Investec the option to acquire 10.2 million ordinary shares. The Company requested
 an  exemption  from  Nasdaq  Marketplace  Rule  4350(i)(1)(D)  in  reliance  upon  Nasdaq  Marketplace  Rule  4350(a).  Rule
 4350(i)(1)(D) provides that shareholder approval is required upon issuing 20% or more of the common stock or 20% or more of
 the voting power outstanding before the issuance for less than the greater of book or market value of the stock. Nasdaq granted
 this exemption on the basis that the shareholder approval requirements of Rule 4350(i)(1)(D) are contrary to generally accepted
 business practices of companies located in South Africa.
 
  The  South  African  Companies  Act  of  1973  (as  amended)  requires  issuers  to  obtain  shareholder  approval  before  the
 issuance of any shares or rights to shares, which approval can be provided by specific authority or a general authority granted by
 means of a resolution passed by shareholders in a general meeting. JSE Listing Requirements require 75% shareholder approval
 for  any  issuance  of  shares  for  cash.  JSE  Listing  Requirements  do,  however,  permit  an  issuer  to  issue  shares  for  cash  under  a
 general  authority  granted  by  its  shareholders,  but  not  in  excess  of  15%  of  the  company’s  total  issued  share  capital  during  any
 financial year under that authority, or the general authority. In terms of the specific issuances for which the Company received the
 exemption  from  Nasdaq  described  above,  there  was  no  JSE  requirement  that  would  mandate  specific  shareholder  approval  for
 these transactions. The JSE Listing Requirements accept a general authority by our shareholders under certain circumstances. The
 shareholders had approved  a  general authority  which covered the relevant  transactions  by resolutions  passed at  the  Company's
 annual general meetings in November 2003. In addition, included in the shares issued for cash were approximately 24.4 million
 shares to the value of R435.5 million ($63.1 million) which were used for the acquisition of the Porgera Joint Venture. Approval
 was obtained from the JSE to deem these shares to be a vendor placing.
  
 Exemption from the quorum requirements
 
 
 Nasdaq’s Marketplace Rules, which apply to all companies listed on the Nasdaq Stock Market and Nasdaq Capital Market,
 state in Rule 4350(f) that the minimum quorum for any meeting of holders of the company’s common stock must be no less than 33
 1/3  %  of  the  issuer’s  outstanding  shares.  Consistent  with  the  practice  of  companies  incorporated  in  South  Africa,  our  articles  of
 association  only  require  a  quorum  of  three  members.  As  a  result,  and  in  connection  with  the  listing  of  our  ADSs  on  the  Nasdaq
 National Market in July 1996, we requested, and Nasdaq granted us in October 1996, an exemption from compliance with the Rule
 4350(f) quorum requirement.
  9D. SELLING SHAREHOLDERS
 
 
 Not applicable.
 
 9E. DILUTION
 
 
 Not applicable.
  9F. EXPENSES OF THE ISSUE
  
 Not applicable.


105
 ITEM 10. ADDITIONAL INFORMATION
 
 10A. SHARE CAPITAL
 
 Not applicable.
 
 10B. MEMORANDUM AND ARTICLES OF ASSOCIATION
 
 Description of Our Memorandum and Articles of Association and Ordinary Shares
 
 On June 30, 2008, we had 600,000,000 ordinary shares, no par value, and 5,000,000 cumulative preference shares, R0.10
 par value, authorized for issuance. On that date, we had issued 376,571,588 ordinary  shares and  5,000,000 cumulative preference
 shares.
 
 On October 31, 2008, we had 600,000,000 ordinary shares, no par value, and 5,000,000 cumulative preference shares, R0.10
 par value, authorized for issuance. On that date, we had issued 376,590,613 ordinary  shares and  5,000,000 cumulative preference
 shares.
 
 Set out below are brief summaries of certain provisions of our Articles of Association, or our Articles, the South African
 Companies Act, 1973 (as amended), or the Companies Act, and the requirements of the JSE, all as in effect on October 31, 2008. 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 Articles, the
 Companies Act, and the requirements of the JSE.
 
 We are registered under the Companies Act under registration number 1895/000926/06. As set forth in our Memorandum of
 Association, our purpose is to explore and exploit mineral rights and establish and own mining enterprises.
 Borrowing Powers
 
 Our directors may, at their discretion, raise or borrow or secure the payment of any sum or sums of money for our use as
 they see fit. For so long as we are a listed company, the directors shall so restrict our borrowings and exercise all voting and other
 rights  or  powers  of  control  exercisable  by  us  in  relation  to  our  subsidiary  companies  so  that  the  aggregate  principal  amount
 outstanding in respect of us and any of our subsidiary companies, as the case may be, exclusive of inter-company borrowings, shall
 not, except with the consent of our shareholders at a general meeting, exceed R30.0 million or the aggregate from time to time of our
 issued and paid up capital, together with the aggregate of the amounts standing to the credit of all distributable and non-distributable
 reserves, any of our share premium accounts and our subsidiaries' share premium accounts certified by our auditors and which form
 part of our and our subsidiaries' financial statements, whichever is higher.
 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 by 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 may be fixed by the directors and unless so fixed
 shall be not less than two.
 
 Directors are required to notify our board of directors of interests in companies and contracts. If a director's interest is under
 discussion, depending on the nature of the interest, he shall not be allowed to vote and shall not be counted, for the purpose of any
 resolution regarding his interest, in the quorum present at the meeting.
 
 The Code of Corporate Practices and Conduct of the King II Report on Corporate Governance for South Africa, 2002, sets
 out guidelines to  promote  the highest standards of corporate  governance among South African companies. The board of directors
 believes that our business  should be conducted according  to the highest legal and ethical  standards. In accordance with the  board
 practice, all remuneration of directors is approved by the Remuneration and Nominations Committee.
 
 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.


Age Restrictions
 
  Election of Directors
 
     General Meetings
 
             Voting Rights
 
          Dividends
 
          Ownership Limitations
 
  Winding-up


Reduction of Capital
 
    Amendment of the Articles of Association
 
     Consent of the Holders of Cumulative Preference Shares
 
      Distributions
 
        10C. MATERIAL CONTRACTS
 Share  Sale  Agreement  between  Emperor  Mines  Limited  and  Westech  Gold  (Pty)  Limited,  or  Westech,  dated  March  22,  2007,
 regarding the disposal of its Fijian assets.
 
    Joint  Venture  Interest  Sale  Deed  –  Procurement  Deed  between  Barrick  Gold  Corporation,  or  Barrick,  and  Emperor  Mines
 Limited, dated April 12, 2007.
 
     Subscription Agreement between Emperor Mines Limited and Barrick Gold Corporation, dated April 12, 2007.
 
      Joint Venture Interest Sale Deed between Barrick Gold Corporation, Barrick (Niugini) Limited, Emperor Mines Limited and DRD
 (Porgera) Limited, dated July 19, 2007.


Deed of Assignment and Assumption between Barrick (Niugini)  Limited (“Buyer”), DRD (Porgera) Limited (“Seller”) Barrick
 (Goldfields PNG Holdings) Limited (“Goldfields”) and Minerals Resources Enga Limited (“MRE”), dated July 19, 2007.
 
    
 Memorandum of Agreement between Anglo Gold Ashanti Limited, Friedshelf 849 (Proprietary) Limited (renamed Ergo Mining
 (Pty) Limited), DRDGOLD South African Operations (Pty) Limited, dated August 6, 2007.
 
      Merger  Implementation  Deed  between  Emperor  Mines  Limited  and  Intrepid  Mines  Limited,  or  Intrepid,  dated
 September 18, 2007.
 
   Mandate  for  the  Placement  of  DRD  (Offshore)  Limited’s  78.72%  shareholding  in  Emperor  Mines  Limited,  dated
 September 28, 2007.
 
      Term Sheet for the joint venture agreement entered into by Acorn Gold (Proprietary) Limited, DRDGOLD, Durban Roodepoort
 Deep (Proprietary) Limited, Friedshelf 850 (Proprietary) Limited, Geotorm Investments Limited (“GEOTORM”), Kgosi Resource
 Management (Proprietary) Limited, Minerals and Mining Reclamation Services (Proprietary) Limited, Mintails SA (Proprietary)
 Limited  (“Mintails  SA”),  West  Witwatersrand  Gold  Mines  Limited,  West  Witwatersrand  Holdings  Limited,  West  Wits  Mining
 Limited (“LISTCO”), West Wits Mining SA (Proprietary) Limited (“NEWCO 1”), dated November 9, 2007.
 
           Third  Addendum  to  Memorandum  of  Agreement  between  AngloGold  Ashanti  Limited  (“AGA”),  Ergo  Mining  (Pty)  Limited
 (formerly called Friedshelf 849 (Pty) Limited) (“Ergo”), DRDGOLD South African Operations (Pty) Limited (“DRDGOLD SA”),
 Mintails South Africa (Pty) Limited dated November 14, 2007.
     ifth  Addendum  to  Memorandum  of  Agreement  between  AngloGold  Ashanti  Limited  (“AGA”),  Ergo  Mining  (Pty)  Limited
 (formerly called Friedshelf 849 (Pty) Limited (“Ergo”), DRDGOLD South African Operations (Pty) (“DRDGOLDSA”), Mintails
 South Africa (Pty) Limited dated May 22, 2008.


Mining  User  Contract  between  Crown  Gold  Recoveries  (Pty)  Limited  (“Crown”),  East  Rand  Proprietary  Mines  Limited
 (“ERPM”),  Elsburg  Gold  Mining  Joint  Venture  (“Elsburg  JV”),  Ergo  Mining  (Pty)  Limited  (“Ergo”),  Ergo  Uranium  (Pty)
 Limited (“Ergo Uranium”) and Mogale Gold (Pty) Limited (“Mogale Gold”) dated August 15, 2008.
 
        quid  pro  quo
  Ergo Uranium Sale Agreement of Brakpan Plants to Ergo Mining between Ergo Uranium (Pty) Limited (“Ergo Uranium”) and
 Ergo Mining (Pty) Limited (“Ergo”) dated August 15, 2008.
      Ergo  Mining  Shareholders’  Agreement  between  Crown  Gold  Recoveries  (Pty)  Limited  (“Crown”)  and  Ergo  Uranium  (Pty)
 Limited (“Ergo Uranium”) dated August 15, 2008.
     Elsburg Gold  Mining Joint  Venture (“Elsburg JV”) Agreement  between  East Rand  Proprietary Mines Limited (“ERPM”) and
 Mogale Gold (Pty) Limited (“Mogale Gold”) dated August 15, 2008.
     Mogale Sale of Part Venture Interest in the Elsburg Gold Mining Joint Venture (“Elsburg JV”) between East Rand Proprietary
 Mines Limited (“ERPM”) and Mogale Gold (Pty) Limited (“Mogale Gold”) dated September 29, 2008.
        10D. EXCHANGE CONTROLS
       Introduction





Sale of Shares
 
      Dividends
 
            Voting rights
 
    10E. TAXATION
  Material Income Tax Consequences
 
     South Africa


Income Tax
 
                     Capital Gains Tax
 
            Taxation of dividends


United States
  Material United States Federal Income Tax Consequences
 
                               Because individual circumstances may differ, US holders of ordinary shares or ADSs are urged to consult their tax
 advisors  concerning  the  US  federal  income  tax  consequences  applicable  to  their  particular  situations  as  well  as  any
 consequences to them arising under the tax laws of any foreign, state or local taxing jurisdiction.
 Ownership of Ordinary Shares or ADSs


Disposition of Ordinary Shares or ADSs


Passive Foreign Investment Company
 
                                                     Rules relating to a PFIC are very complex. US holders are urged to consult their tax advisors regarding the application of
 PFIC rules to their investments in our ordinary shares or ADSs.


Information Reporting and Backup Withholding
 
           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
  General
 
     
    
 Commodity price risk
 
        oncentration of credit risk
 
   .
 
      
     
 Foreign currency risk
 
        
 Long-term debt
 
   
 
 
 
 Rand
 denominated
 loans
 Total
 
 
 
 R'000
 R'000
 Interest rate
                          
 
   Repayment period


118
 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
 
 Not applicable.
  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
 
 Not applicable.
  ITEM 15. CONTROLS AND PROCEDURES
 
 15A. Disclosure Controls and Procedures
 
 Our Chief Executive Officer and our Chief Financial Officer have evaluated the effectiveness of our disclosure controls
 and procedures (as this term is defined under the rules of the SEC) as of June 30, 2008. Based on this evaluation and the material
 weaknesses in our internal control over financial reporting described below, the Company’s Chief Executive Officer and Chief
 Financial  Officer  concluded  that,  as  of  June  30,  2008,  our  disclosure  controls  and  procedures  were  not  effective  in  recording,
 processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that
 it files or submits under the US Securities Exchange Act of 1934.
 
 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 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 of the Sarbanes Oxley Act
 of 2002, management is required to asses 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 as necessary to permit preparation of financial statements
 in  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.
 A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that
 there is a reasonable possibility that a material misstatement of our annual financial statements will not be prevented or detected
 on a timely basis.
 A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow
 management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a
 timely basis.


Plan for remediation of material weaknesses
                       15C. Independent Auditor’s Attestation Report
    15D. Changes in Internal Control Over Financial Reporting


ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
 
      
 ITEM 16B. CODE OF ETHICS
 
     
 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
    
    
 Auditors' remuneration
 Year ended June 30,
  2008
 2007
  R’000
 R’000
               
 Audit Fees
 
    
 Audit-Related Fees
 
   
 Tax Fees
 
 
   
 All Other Fees
 
 
    
      
 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
 
   
 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS


PART III
 
 ITEM 17. FINANCIAL STATEMENT
 
 Not applicable.
 
 ITEM 18. FINANCIAL STATEMENTS
 
 The following financial statements and related auditor’s reports are filed as part of this Annual Report.
 
 
 
 
 Page
 
 
 Report of the independent registered public accounting firm..............................................................................................
 F-1 to F-2
 Consolidated income statements for the years ended June 30, 2008, 2007 and 2006.........................................................
 F-3
 Consolidated balance sheets at June 30, 2008 and 2007. ....................................................................................................
 F-4
 Consolidated statements of changes in equity for the years ended June 30, 2008, 2007 and 2006. ...................................
 F-5
 Consolidated cash flow statements for the years ended June 30, 2008, 2007 and 2006. ....................................................
 F-6
 Notes to the annual financial statements. .............................................................................................................................
 F-7 to F-62


Report of Independent Registered Public Accounting Firm
 The Board of Directors and Shareholders of DRDGOLD Limited:
 W e have audited the accompanying consolidated balance sheets of DRDGOLD Limited and subsidiaries as of June 30, 2008 and
 2007, and the related consolidated income statements, the statements of changes in equity, and the cash flow statements for each of
 the  years  in  the  three-year  period  ended  June  30,  2008.  These  consolidated  financial  statements  are  the  responsibility  of  the
 Company’s  management.  Our  responsibility  is  to  express  an  opinion  on  these  consolidated  financial  statements  based  on  our
 audits.
 W e conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
 Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
 are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in
 the  financial  statements.  An  audit  also  includes  assessing  the  accounting  principles  used  and  significant  estimates  made  by
 management, as well  as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
 basis for our opinion.
 I n our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position
 of DRDGOLD Limited and subsidiaries as of June 30, 2008 and 2007, and the results of its operations and its cash flows for each
 of the years in the three-year period ended June 30, 2008, in conformity with International Financial Reporting Standards as issued
 by the International Accounting Standards Board.
 W e  also  have  audited,  in  accordance  with  the  standards  of  the  Public  Company  Accounting  Oversight  Board  (United  States),
 DRDGOLD  Limited’s  internal  control  over  financial  reporting  as  of  June  30,  2008,  based  on  criteria  established  in  Internal
 Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and
 our report dated December 12, 2008, expressed an adverse opinion on the effectiveness of the Company’s internal control over
 financial reporting.
 / s/ KPMG Inc.
 
 KPMG Inc.
 Registered Accountants and Auditors
 Johannesburg, Republic of South Africa
 December 12, 2008


Report of Independent Registered Public Accounting Firm
 The Board of Directors and Shareholders of DRDGOLD Limited
 W e have audited DRDGOLD Limited’s internal control over financial reporting as of June 30, 2008, based on, criteria established
 in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
 (COSO). DRDGOLD Limited’s management is responsible 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
 internal control over financial reporting based on our audit.
 We conducted our audit in accordance with the standards of the Public Company Accounting  Oversight Board (United States).
 Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control
 over financial reporting was maintained in all material respects. Our audit 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  audit  also  included  performing  such  other  procedures  as  we
 considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
 A  company’s  internal  control  over  financial  reporting  is  a  process  designed  to  provide  reasonable  assurance  regarding  the
 reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International
 Financial Reporting Standards. 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 of
 the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
 financial  statements  in  accordance  with  International  Financial  Reporting  Standards,  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.
 A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is
 a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented
 or  detected  on  a  timely  basis.  The  following  material  weaknesses  have  been  identified  and  included  in  Management’s  Annual
 Report on Internal Control Over Financial Reporting:
  Inadequate control over the proper application of International Financial Reporting Standards; and
  Ineffective management review over the year-end financial reporting process.
 W e also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
 consolidated  financial  statements  of  DRDGOLD  Limited  and  subsidiaries.  The  material  weaknesses  were  considered  in
 determining the nature, timing, and extent of audit tests applied in our audit of the 2008 consolidated financial statements, and this
 report  does  not  affect  our  report  dated  December  12,  2008,  which  expressed  an  unqualified  opinion  on  those  consolidated
 financial statements.
 
 In our opinion, because of the effect of the aforementioned material weaknesses on the achievement of the objectives of the control
 criteria, DRDGOLD Limited has not maintained effective internal control over financial reporting as of June 30, 2008, based on
 criteria  established  in  Internal  Control  –  Integrated  Framework  issued  by  the  Committee  of  Sponsoring  Organizations  of  the
 Treadway Commission.
 We do not express an opinion or any other form of assurance on management’s statements referring to corrective actions taken
 after June 30, 2008, relative to the aforementioned material weaknesses in internal control over financial reporting.
 / s/ KPMG Inc.
 
 KPMG Inc.
 Registered Accountants and Auditors
 Johannesburg, Republic of South Africa
 December 12, 2008


F-3
 DRDGOLD Limited
 CONSOLIDATED INCOME STATEMENTS
 for the year ended June 30, 2008
   Continuing operations
 Discontinued operations
 1
 
 Total operations
   2008
 2007
 2006
 2008
 2007
 2006
 2008
 2007
 2006
  Note
 R'000
 R'000
 R’000
 R'000
 R'000
 R’000
 R'000
 R'000
 R’000
   1,843,912
  89,235
   1,933,147
   (1,598,364) (139,369) (1,737,733)
  2
   (1,503,015) (124,437) (1,627,452)
   (69,077)
   (854)
  (69,931)
   (11,344)
   –
   (11,344)
   Movement in provision for environmental rehabilitation
  (30,171)
   (4,019)
   (34,190)
   Movement in gold in progress
  15,243
   (10,059)
   5,184
   Gross profit/(loss) from
 operating activities
  245,548
   (50,134)
  195,414
   Profit/(loss) on derivative financial instruments
  –
   (433)
   (433)
     (63,915)
   (46,718)
  (110,633)
  Administration expenses and general costs
  (79,439)
  (20,084)
  (99,523)
   –
   –
  –
  Operating profit/(loss)
 before finance income
 and finance expenses
  102,194
   (117,369)
 (15,175)
   91,975
   3,040
   95,015
     (108,068)
   (59,625)
   (167,693)
 Profit/(loss) before
 taxation
  86,101
   (173,954)
  (87,853)
   68,303
   75,408
   143,711
   Profit/(loss) after
 taxation
  154,404
   (98,546)
  55,858
 Profit on disposal of discontinued operations
  –
   1,169,210
   1,169,210
   Profit/(loss) for the year
  154,404
   1,070,664
  1,225,068
 Attributable to:
  
   
   
   Ordinary shareholders of the company
  128,558
   867,483
  996,041
   25,846
   203,181
  229,027
  Profit/(loss) for the year
  154,404
   1,070,664
  1,225,068
    
   
   Earnings per share attributable
 to ordinary shareholders of the
 company
    
   
   Basic and diluted earnings/(loss) per share (cents)
  34
   231
   265
   
 
 1
 
    .


F-4
 DRDGOLD Limited
 
 CONSOLIDATED BALANCE SHEETS
 at June 30, 2008
 
  2008
 2007
 
 Note
 
 R’000
 R’000
 ASSETS
  
    1,073,290
    815,592
    176,123
    81,575
  Current assets
  1,189,205
    62,857
    240,278
    –
    210
    846,114
    39,746
    
 Total assets
  2,262,495
  EQUITY AND LIABILITIES
  
  Equity
  1,305,461
    1,244,257
    61,204
  Non-current liabilities
  529,654
    381,252
    22,740
    –
    125,662
  Current liabilities
  427,380
    385,110
    39,972
   1,771
   527
    –
    
 Total equity and liabilities
  2,262,495


F-5
 DRDGOLD Limited
 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
 At June 30, 2008
 
 Number
 
 of
 ordinary
 shares
 Number of
 cumulative
 preference
 shares
 Share capital
 and share
 premium
 R’000
 Cumulative
 preference
 share capital
 R’000
 Revaluation
 and other
 reserves
 1
 
 R’000
 Retained
 earnings
 R’000
 Total
 shareholders
 equity
 R’000
 Minority
 Interest
 R’000
 
 Total equity
 R’000
 Balance at June 30, 2005
 296,206,048
 5,000,000
 3,564,974
 500
 62,134
 (3,150,358)
 477,250
 5,844
 483,094
      199,870
 199,870
      3,468
 3,468
       (6,944)
 (6,944)
       13,341
 13,341
       126,489
  327,015
       78,762
  109,886
       (110,089)
  (114,458)
       95,162
  322,443
 Balance at June 30, 2006
 320,035,078
 5,000,000
 3,761,368
 500
 280,726
 (3,260,447)
 782,147
 233,125
 1,015,272
      314,594
 314,594
      973
 973
       (7,839)
 (7,839)
       12,686
 12,686
        –
  18,515
       (36,924)
  (45,715)
        (924,466)
  (1,165,030)
       (961,390)
  (1,192,230)
 Balance at June 30, 2007
 370,341,981
 5,000,000
 4,069,096
 500
 256,488
 (4,184,913)
 141,171
 2,285
 143,456
      27,976
 27,976
      2,353
 2,353
       (1,219)
 (1,219)
       6,591
 6,591
        
  
       1,744
 1,744
        
  
        –
  (184,079)
       69,600
  83,571
        996,041
  1,225,068
       1,067,385
  1,126,304
 Balance at June 30, 2008
 376,571,588
 5,000,000
 4,098,206
 500
 207,934
 (3,062,383)
 1,244,257
 61,204
 1,305,461
 
 
 1


F-6
 DRDGOLD Limited
 CONSOLIDATED CASH FLOW STATEMENTS
 For the year ended June 30, 2008
  
 
 
 
 2008
 2007
 2006
  Note
 R’000
 R’000
 R’000
 CASH FLOWS FROM OPERATING ACTIVITIES
  
     1,933,147
     (1,728,030)
   Cash generated by operations
  205,117
     46,859
     4,074
  –
   (35,528)
     (37,902)
     –
 –
  Net cash inflow/(outflow) from operating activities
  182,620
   CASH FLOWS FROM INVESTING ACTIVITIES
     (26,539)
     19,225
     (286,664)
     10,054
     –
     (121,761)
     1,936,726
   Net cash inflow/(outflow) from investing activities
 
 1,531,041
   CASH FLOWS FROM FINANCING ACTIVITIES
     30,329
     24,864
     (819,916)
     (1,219)
     (74,080)
   Net cash (outflow)/inflow from financing activities
 
 (840,022)
   NET INCREASE/(DECREASE) IN
  
   CASH AND CASH EQUIVALENTS
  873,639
     (12,429)
     (15,623)
   Cash and cash equivalents at the end of the year
  845,587


F-7
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS
  for the year ended June 30, 2008
  1. ACCOUNTING POLICIES
     STATEMENT OF COMPLIANCE
     BASIS OF MEASUREMENT
   FUNCTIONAL AND PRESENTATION CURRENCY
    USE OF ESTIMATES AND JUDGEMENTS
            Significant accounting policies
   Change in presentation
      Change in accounting policy
      IAS 1 Capital Disclosures (Amendment)


F-8
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
  for the year ended June 30, 2008
  1. ACCOUNTING POLICIES (continued
  IFRS 7 Financial Instruments: Disclosures
      IFRIC 11 IFRS2 – Group and Treasury Share Transactions
      New accounting standards and IFRIC interpretations
        Standard/interpretation
  Effective date
       (1)
        (1)
        (2)
        (2)
        (2)
              (1)
        (1)
        (1)
        (1)


F-9
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
  or the year ended June 30, 2008
 1. ACCOUNTING POLICIES (continued)
 Standard/interpretation
  Effective date
       (2)
        (1)
        (1)
        (1)
        (2)
        (2)
        (1)
   (1)
 
 Impact not yet known or cannot be reasonably estimated.
 (2)
 
 Assessed: not applicable.
   BASIS OF CONSOLIDATION
 Subsidiaries
           Associates


F-10
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
  for the year ended June 30, 2008
 1. ACCOUNTING POLICIES (continued)
 Joint ventures
      Transactions eliminated on consolidation
      FOREIGN CURRENCY
 Functional currency
       Foreign currency transactions
          Foreign operations
        Net investment in foreign operations
     FINANCIAL INSTRUMENTS


F-11
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
  for the year ended June 30, 2008
 1. ACCOUNTING POLICIES (continued)
 FINANCIAL INSTRUMENTS (continued)
  Financial assets at fair value through profit or loss
      
     Held-to-maturity investments
    Loans and receivables
    Available-for-sale financial assets
      Derivative financial instruments
       Trade and other receivables
   Cash and cash equivalents
      Interest-bearing borrowings


F-12
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
  or the year ended June 30, 2008
 
 1. ACCOUNTING POLICIES (continued)
 
 FINANCIAL INSTRUMENTS (continued)
 
 Convertible loan notes
 
          
      
    
 Trade and other payables
 
  
 PROPERTY, PLANT AND EQUIPMENT
 
 Owned assets
 
     
     
    
   
   
 Leased assets


F-13
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
  for the year ended June 30, 2008
 1. ACCOUNTING POLICIES (continued)
 PROPERTY, PLANT AND EQUIPMENT (continued)
 Subsequent costs
      Depreciation
           
  
             
  
 IMPAIRMENT
 
 Financial assets
 
    
 Financial assets measured at amortized cost
 
    
 Available-for-sale financial assets


F-14
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
 1. ACCOUNTING POLICIES (continued)
 IMPAIRMENT (continued)
 Non-financial assets
                 pro rata
      INVENTORIES
          TAXATION
    Current taxation


F-15
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
 1. ACCOUNTING POLICIES (continued)
 TAXATION (continued)
 Deferred taxation
             
      SHARE CAPITAL
  Ordinary share capital
    Preference share capital
     Dividends
   EMPLOYEE BENEFITS
  Defined contribution plans
 
     Long-service benefits


F-16
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
 1. ACCOUNTING POLICIES (continued)
 EMPLOYEE BENEFITS (continued)
 Share-based payment transactions
         Post-retirement medical benefits
               PROVISIONS
 
     Decommissioning liabilities
         Restoration liabilities
     Rehabilitation trust fund


F-17
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
 1. ACCOUNTING POLICIES (continued)
 REVENUE RECOGNITION
 Gold bullion and by-products
      Government grants
     Finance income
      EXPENSES
  Operating lease payments
   Finance lease payments
     Finance expenses
     Finance costs capitalized
     SEGMENT REPORTING


F-18
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
 1. ACCOUNTING POLICIES (continued)
 NON-CURRENT ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS
 
       
      EARNINGS PER SHARE
       BUSINESS COMBINATIONS INVOLVING ENTITIES UNDER COMMON CONTROL


F-19
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
 
 2008
 2007
 2006
 R’000
 R’000
 R’000
 2. REVENUE
 
 
 
    1,897,723
    35,424
   Total revenue
 1,933,147
    3. OPERATING PROFIT/(LOSS) BEFORE FINANCE INCOME AND FINANCE
 EXPENSES INCLUDES THE FOLLOWING:
  (10,453)
    (10,163)
    161
    (451)
    
    (15,760)
    
    (652,168)
    (598,160)
    (6,591)
    (11,344)
    (36,073)
    10,054
    (110,633)
    (116,522)
  –
  
    
    5,889


F-20
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
  2008
 2007
 2006
 R’000
 R’000
 R’000
  (2,635)
    12,703
    4. DIRECTORS' EMOLUMENTS
    Executive directors
    Services rendered as directors of the company
     (3,994)
    (1,655)
    –
 –
   –
 –
  Services rendered by directors as directors of subsidiaries
 
    –
    –
    –
    Non-executive directors
 Services rendered as directors of the company
 
    (3,071)
    
   Services rendered as directors as directors of subsidiaries
 
    (877)
  –
 
 
   Alternate Directors
 
   Services rendered as directors of the company
 
    (1,562)
  –
  (716)
  –
  (130)
  –
 Services rendered by directors as directors of subsidiaries
 
    –
  –
  –
  –
  (12,005)
    5. FINANCE INCOME
 4,074 –
  –
  –
  70,232
    12,005
    –
 –
   –
 –
   8,486
    218
    95,015


F-21
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
 
 2008
 2007
 2006
 R’000
 R’000
 R’000
 6. FINANCE EXPENSE
 
  (34,133)
    (787)
    –
    –
    (37,314)
    
 
   (83,721)
    
 
   (4,735)
    
 
   (6,394)
    (609)
    (167,693)
   7. INCOME TAX
  147,737
  (4,026)
    –
  –
  143,711
    
   South African
 
    (13,272)
    81,575
    –
  –
 Foreign
 
   (32,678)
    108,086
    143,711


F-22
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
 7. INCOME TAX (continued)
    
  2008
 2007
 2006
 R’000
 R’000
 R’000
 
      1,395,736
    
    963,940
    
    2,359,676
   Estimated future tax relief at applicable statutory rates
 748,071
    Tax reconciliation
             27,987
    
    (208,054)
    (94,659)
    226,850
        5,678
    –
    122,038
    63,871
    –
   Taxation charge
 143,711


F-23
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
 8. PROFIT ON DISPOSAL OF DISCONTINUED OPERATIONS
                       1,052,393
 
    103,403
    13,414
    –
    –
   Profit on disposal of discontinued operations
 1,169,210
    2008
 2007
 2006
 R’000
 R’000
 R’000


F-24
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
 9. EARNINGS/(LOSS) PER SHARE
 
 Basic
            996,041
  
    128,558
    376,023,344
   
 
   Diluted
 
    996,041
    –
    996,041
   
    Reconciliation of weighted average ordinary shares to diluted weighted
 average ordinary shares
     376,023,344
    22,813
        376,046,157
    265
    265
    
    34
    
    34
       2008
 
 2007
 2006
 R’000
 R’000
 R’000


F-25
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
  2008
 2007
 R’000
 R’000
  10. PROPERTY, PLANT AND EQUIPMENT
  
   1,812,323
 
   2,783,736
   374,106
   2,613
   –
   (1,391,555)
   –
   43,423
   (996,731)
   (2,133,966)
   (69,931)
   (116,522)
   –
   1,366,295
   –
   (42,607)
   815,592


F-26
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
  2008
 2007
 R’000
 R’000
 10. PROPERTY, PLANT AND EQUIPMENT (continued)
 Mining property
   315,052
   935,223
   161,430
   2,613
   (808,809)
   –
   24,595
  Accumulated depreciation and amortization
 (145,574)
   (873,143)
   (9,927)
   (46,718)
   808,809
   –
   (24,595)
  Net book value
 169,478
  Mine development
 
 Cost
 929,235
   901,907
   150,584
   –
   (127,371)
   –
   4,115
  Accumulated depreciation and amortization
 (513,450)
   (531,574)
   (34,452)
   (69,804)
   126,466
   –
   (4,086)
  Net book value
 415 785


F-27
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
 
 2008
 2007
 R’000
 R’000
 10. PROPERTY, PLANT AND EQUIPMENT (continued)
 Mine plant facilities
   Cost
 547,018
   726,579
   56,416
   –
   (243,856)
   –
   7,879
  Accumulated depreciation and amortization
 (324,383)
   (537,084)
   (23,276)
   –
   243,856
   –
   (7,879)
  Net book value
 222,635
  Equipment and vehicles
 
  Cost
 21,018
   220,027
   5,676
   –
   (211,519)
   6,834
  Accumulated depreciation and amortization
 (13,324)
   (192,165)
   (2,276)
   –
   –
   187,164
   (6,047)
  Net book value
 7,694
       •


F-28
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
  2008
 2007
 R’000
 R’000
 11. NON-CURRENT INVESTMENTS AND OTHER ASSETS
  –
   2,042
   191
   27
   (1 402)
   (858)
   10,689
   13,628
   41,040
   110,766
   75,770
   26,510
   8,486
   176,123
   10,689
           
 Market
 Carrying
 Carrying
 
   Number
 value
 value
 value
  of
 2008
 2008
   % Held
 shares
 R'000
 R'000


F-29
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
  2008
 2007
 R’000
 R’000
 12. INVESTMENT IN JOINT VENTURES
 
     
 Income statement
 
   
 –
   
 –
   
 –
   
 (42)
   
 (42)
  Balance sheet
 
   
 94,408
   
 51,318
   
 145,726
   (30)
   
 78,329
   
 67,427
  Total equity and liabilities
 145,726
   13. INVENTORIES
  
 30,398
   
 32,459
  Total inventories
 62,857


F-30
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
  2008
 2007
 R’000
 R’000
 14. TRADE AND OTHER RECEIVABLES
  58,650
   515
   180,828
   285
   240,278
  5. ASSETS CLASSIFIED AS HELD FOR SALE
                    
 Assets classified as held for sale
    15,000
   24,746
   –
   –
   –
   39,746
  Liabilities classified as held for sale
 
   –
   –
   –


F-31
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
  2008
 2007
 R’000
 R’000
 16. SHAREHOLDERS' EQUITY
                  500
   
   
   4,098,206
   
   500
   4,098,706
   Share capital
 Unissued shares
                Cumulative preference shares
       Option instruments


F-32
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
 16. SHAREHOLDERS' EQUITY (continued)
 2008
 2007
 R’000
 R’000
 
 Revaluation and other reserves
    157,144
   6,744
   44,046
   207,934
                      17. PROVISION FOR ENVIRONMENTAL REHABILITATION
  282,580
  ̄
  59,747
   4,735
   34,190
   –
   381,252
        18. POST-RETIREMENT AND OTHER EMPLOYEE BENEFITS
 
   21,504
   1,236
   –
   22,740


F-33
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
 18. POST-RETIREMENT AND OTHER EMPLOYEE BENEFITS (continued)
 
 2008
 
 2007
 R’000
 R’000
 Contribution fundsThe group participates in a number of multi-employer, industry-based retirement plans. All plans are governed by the Pension
    employee benefit expense in the income statement as incurred. Amount recognized in the income statement is as follows:
    (33,578)
  
 
  Post-retirement medical benefits
 
     every three years. The obligation is unfunded. Amounts recognized on the balance sheet are as follows:
 
   19,009
   1,474
   1,021
   21,504
   
   (1,474)
   (1,021)
   (2,495)
   Principal actuarial assumptions at the balance sheet date:
    5.8%
   7.8%
   1.9%
   50.0%
   62.5/63/65
   61.6/62.0/63.5
  3 years
   100%
   85%
   Historical information:
  2008
    R'000
    21,504
     Sensitivity analysis:
  100 bp
 100 bp
  increase
 decrease
  R’000
 R’000


F-34
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
 18. POST-RETIREMENT AND OTHER EMPLOYEE BENEFITS (continued)
 Long-service awards
           2008
 2007
 R’000
 R’000
  Amounts recognized in the balance sheet are as follows:
    1,322
   –
   (86)
  Closing balance
 1,236
  Amounts recognized in the income statement
 
   –
   Share option scheme
 a) Details of the scheme
              Percentage  vested  in  each  period
 grant:
 Period after the original
 date of the option:


F-35
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
 18. POST-RETIREMENT AND OTHER EMPLOYEE BENEFITS (continued)
 b) Share options activity in respect of the DRDGOLD (1996) Share Scheme was as follows:
 
 Outstanding
 Vested
  
 Average
 Average
  
 price per
 price per
  Number of
 share
 Number of
 share
  shares
 R
 shares
 R
                                    15,935,619
 13.85
 11,257,594
 11.58
        Analysis of unvested share options:
  Vested
 
 June 30,
 June 30,
 June 30,
  
 2009
 2010
 2011
                           11,257,594
 2,141,425
 1,475,725
 1,060,875


F-36
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
 18. POST-RETIREMENT AND OTHER EMPLOYEE BENEFITS (continued)
 
 2008
 2007
 R’000
 R’000
 c) The fair value of the options determined using the Black - Scholes option valuation model.
  
 Market price at date of grant (rand per share)
 
   10.93
   5.13
   5.50
   5.94
   9.93
   5.50
 Vesting periods (years)
 
   3
   3
   3
   3
   3
   3
 Option strike price (rand per share)
 
   11.70
   4.84
   7.10
   8.78
   9.08
   3.88
 Risk-free rate
 
   8.56%
   7.81%
   7.58%
   7.94%
   8.39%
   8.79%
 Volatility
 (1)
 
 
   29%
   37%
   38%
   36%
   44%
   28%
 Dividend yield
 
   –
 –
  –
 –
  –
 –
  –
 –
  –
 –
  –
  (1)


F-37
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
 19. DEFERRED TAX
 2008
 
 2007
 R’000
 R’000
   Deferred tax asset
    194,445
   271,178
   140,724
   151,983
   (676,755)
   81,575
  Deferred tax liability
 
   –
   –
   –
   –
   81,575
   
  Reconciliation between deferred taxation opening and closing balances
 
   (104,334)
   (3,752)
   189,661
   81,575
    20. LONG-TERM LIABILITIES
 Secured
 
   –
   –
   –
   –
   24,734
  Unsecured
 
    140,900
   –
   165,634
   (39,972)
   125,662
   Long-term  liability  repayment  schedule  for  capital  amounts  payable  in  the  12
 months to:
     39,972
   23,776
   101,886
   165,634
   Analysis of gross long-term liabilities by currency:
  –
   165,634
   –
   165,634


F-38
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
 20. LONG-TERM LIABILITIES (continued)
  2008
 
 2007
 R’000
 R’000
  Effective interest rates:
 Secured liabilities
 12.0%
  8.3%
   7.9%
   15.5%
 Unsecured liabilities
  –
  Undrawn committed borrowing facilities:
  –


F-39
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
 20. LONG-TERM LIABILITIES (continued)


F-40
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
 20. LONG-TERM LIABILITIES (continued)
  2008
 2007
 R’000
 R’000
  Convertible loan notes
  –
   –
   –
   –
   –
   –
   –
  Borrowing powers
     1,244,257
   165,634
   21. DERIVATIVE FINANCIAL INSTRUMENTS
   –
 
 264
  –
 5,718
  –
 5,982
  –
 5,982
  –
 5,982
              Strike
 June 30,
 price
 2007
 $
 Ounces
        27,682


F-41
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
  22. COMMITMENTS AND CONTINGENT LIABILITIES
 
 2008
 
 2007
 R’000
 R’000
 Capital commitments
   79,366
  143,074
   222,440
  
  
 Operating lease commitments
   
   
 
      4,589
   2,246
   –
  Finance lease commitments
           –
  
 Contingent liabilities and uncertainties
 
 Environmental
  Durban Roodepoort Deep mine
   West Wits mine
    
       
 Blyvoor


F-42
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
  22. COMMITMENTS AND CONTINGENT LIABILITIES (continued)
    Crown
     ERPM
        Taxation
          Mining rights


F-43
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
  22. COMMITMENTS AND CONTINGENT LIABILITIES (continued)
          Royalty Bill
      Tax on earnings of company officers
            Litigation
   23. FINANCIAL INSTRUMENTS
  Credit risk


F-44
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
  23. FINANCIAL INSTRUMENTS (continued)
   Carrying
 Fair
 Carrying
 Fair
  value
 value
 value
 value
  2008
 2008
    R'000
 R'000
   
 
 
   Financial assets
 
 
    –
 –
    10,689
 10,689
    54,668
 54,668
    239,993
 239,993
    –
 –
    846,114
 846,114
    1,151,464
 1,151,464
    
             
      58,650
 58,650
    515
 515
    180,828
 180,828
    239,993
 239,993
    
   
 
    Gross
 Impair-
 Gross
 Impair-
  value
 ment
 value
 ment
  2008
 2008
    R'000
 R'000
    200,189
 (94)
    20,300
 (22)
    15,236
 (104)
    12,469
 (7,981)
    248,194
 (8,201)
      Impairment
 Impairment
  2008
   R'000
   13 428
   (5 227)
   8 201


F-45
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
  23. FINANCIAL INSTRUMENTS (continued)
 Interest rate and liquidity risk
                 Carrying
 Contractual
 6 months
 6-12
 More than
  amount
 cash flows
 or less
 months
 2-5 years
 5 years
  R’000
 R’000
 R’000
 R’000
 R’000
 R’000
 June 30, 2008
       Secured
        24,734
 (28,488)
 (13,972)
 (12,123)
 (2,393)
 –
 Unsecured
 
 
 
 
 
 
  
 
 
 
 
 
  
 
 
 
 
 
  140,900
 (237,065)
 –
 (60,577)
 (147,044)
 (29,444)
  385,110
 (385,110)
 (385,110)
 –
 –
 –
  527
 (527)
 (527)
 –
 –
 –
 551,271
 (651,190)
 (399,609)
 (72,700)
 (149,437)
 (29,444)
  
 June 30, 2007
       Secured
                                   Unsecured


F-46
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
  23. FINANCIAL INSTRUMENTS (continued)
   Carrying
 Carrying
  amount
 amount
  2008
   R’000
  Variable interest rate instruments
    846,114
   (527)
   845,587
   Cash flow sensitivity analysis for variable rate instruments:
      2008
 2007
  Profit or (loss)
 Profit or (loss)
  100 bp
 100 bp
    increase
 decrease
   June 30
 R’000
 R’000
    8,456
 (8,456)
    8,466
 (8,466)
    Fair value of financial instruments
   Carr
 ying
 Fair
 Carrying
 Fair
  value
 value
 value
 value
  2008
 2008
    R’000
 R’000
   Financial assets
 
 
    –
 –
    10,689
 10,689
    54,668
 54,668
    239,993
 239,993
    –
 –
    846,114
 846,114
    1,151,464
 1,151,464
    Financial liabilities
 
 
    
  125,662
 113,382
    39,972
 39,972
    385,110
 385,110
    527
 527
    551 271
 538 991


F-47
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
  23. FINANCIAL INSTRUMENTS (continued)
    Fair values
 Trade and other receivablesThe fair value approximates the carrying value due to their short-term maturities.
 Loans to black empowerment entities
  Preference shares held by Khumo Gold SPV (Pty) Limited and the DRDGOLD SA Employee Share Trust
   Loans from AngloGold Ashanti
   Cash and cash equivalentsThe carrying value of cash and cash equivalents approximates their fair value because of the short-term maturity of these deposits.
 Listed investments
  Trade and other payables
  Unlisted investments
  Derivative instrumentsDerivative financial instruments are measured at fair value with reference to quoted market prices.
  Foreign currency risk


F-48
  NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
  23. FINANCIAL INSTRUMENTS (continued)
    US$
 A$
 US$
 
 A$
  2008
 2008
    ’000
 ’000
    1,191
 2,787
    7,365
 12,981
    –
 –
    –
 –
    (75)
 (123)
    8,481
 15,645
        Spot rate
 Average rate
  2008
  2008
 
   7.965
  7.312
   7.658
  6.565
   
     US$
 A$
 US$
 
 A$
  2008
 2008
    ’000
 ’000


F-49
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
 23. FINANCIAL INSTRUMENTS (continued)
   Carrying
 Fair
 Carrying
 
 Fair
  value
 value
 value
 value
  2008
 2008
    R'000
 R'000
   Financial assets
   10,689
 10,689
    –
 –
    1,140,775
 1,140,775
    –
 –
    1,151,464
 1,151,464
   Financial liabilities
   551,271
 538,991
    551,271
 538,991
    24. CAPITAL MANAGEMENT


F-50
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
  25. SEGMENT INFORMATION
     South
 
  African
 Offshore
  operations
 (1)
 operations
 (2)
 Total
  R’000
 R’000
 R’000
 2008
    Segment revenue
 1,843,912
 89,235
 1,933,147
  245,548
 (50,134)
 195,414
  84,225
 10,790
 95,015
  (115,635)
 (52,058)
 (167,693)
  (3)
  68,303
 75,408
 143,711
  (141,243)
 1,099,864
 958,621
  141,198
 1,083,870
 1,225,068
  Segment assets
 
 
 
  812,875
 –
 812,875
  1,449,620
 –
 1,449,620
  2,262,495
 –
 2,262,495
  Segment liabilities
 
 
 
  955,263
 –
 955,263
  1,771
 –
 1,771
  957,034
 –
 957,034
  Other information
 
 
 
  251,180
 47,572
 298,752
  69,077
 854
 69,931
  63,915
 46,718
 110,633
  7,627
 –
 7,627


F-51
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
  25. SEGMENT INFORMATION (continued)
 
 South
 
  African
 Offshore
  operations
 (1)
 operations
 (2)
 Total
  R’000
 R’000
 R’000
 2007
    Segment revenue
                             Segment assets
                 Segment liabilities
                 Other information
                     (1)
 Includes Crown, ERPM and Blyvoor.
 (2)
 Includes Tolukuma, 20% of the Porgera Joint Venture until March 31, 2007, and Vatukoula until March 31, 2007.
 (3)
 Tax has been allocated to the segmental result as the group is able to do so.
 
  26. RELATED PARTY AND OTHER TRANSACTIONS


F-52
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
 26. RELATED PARTY AND OTHER TRANSACTIONS (continued)
 Transactions with associates, joint ventures and subsidiary companies
      Subsidiaries
  
 ISSUED ORDINARY
 
 NUMBER OF
 SHARES
 % HELD
 SHARES AT
 COST
 LESS
 IMPAIRMENTS
 R’000
 EFFECTIVE
 DATE OF
 ACQUISITION
 INDEBTEDNESS
 NET OF
 IMPAIRMENTS
 R’000
 South Africa
 
 
 
 
 
 
               1
                                  West Witwatersrand Gold Holdings Limited Australasia/International
                                        
  DRDGOLD  South  African  Operations  (Pty)  Limited  holds  the  following  investments:  100%  of  Blyvooruitzicht  Gold  Mining  Company
 Limited, 100% of East Rand Proprietary Mines Limited, 100% of Crown Gold Recoveries (Pty) Limited and 50% of  Ergo Mining (Pty) Limited


F-53
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
 26. RELATED PARTY AND OTHER TRANSACTIONS (continued)
 Joint Ventures
 The joint ventures for which the income statement and balance sheet have been proportionately consolidated were as follows:Porgera Joint Venture – percentage held
 –
   50%
      2008
 2007
  R’000
 R’000
  1,121,105
   (344,781)
   997,185
   (233,412)
   (1,108,554)
   
   
   776,324
   
   
   (84,397)
   255,164


F-54
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
 26. RELATED PARTY AND OTHER TRANSACTIONS (continued)
    consolidated financial statements, is as follows:
 2008
 2007
  R’000
 R’000
     –
   –
   –
   (42)
   (42)
  Balance sheet Non-current assets
 94 408
   51 318
   145 726
   (30)
   78 329
   67 427
   145 726
   Rand Refinery agreement
         Consultancy agreement
    Success fee payable to Khumo Bathong Holdings (Pty) Ltd


F-55
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
  26. RELATED PARTY AND OTHER TRANSACTIONS (continued)
 Mining joint venture
        27. ACCOUNTING ESTIMATES AND JUDGEMENTS
 
          (a)
 Recoverable amount of mining assets
         (b)
 Valuation of financial instruments
        (c)
 Estimate of exposure and liabilities with regard to rehabilitation costs
             (d)
 Estimate of post-retirement medical liability
       (e)
 Estimate of taxation


F-56
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
  27. ACCOUNTING ESTIMATES AND JUDGEMENTS
 
 (f)
 Fair value of share-based compensation
      (g)
 Gold in lock-up
     (h)
 Assessment of contingencies
    (i)
 Ore reserves
           (j)
 Estimate of deferred tax asset
            28. SUBSEQUENT EVENTS
 
 Disposal of interest in GM Network Limited
     
 Declaration of dividend
     Settlement of litigation matters


F-57
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
  28. SUBSEQUENT EVENTS (continued)
  Acquisition of an additional 15% interest in the Elsburg Joint Venture
            
  ERPM’s underground operations placed on care and maintenance
                Acquisition of the remaining 35% interest in the Elsburg Joint Venture


F-58
 29. CASH GENERATED BY/(APPLIED TO) OPERATIONS
  2008
 2007
 2006
 R’000
 R’000
 R’000
  (87,853)
   Adjusted for
   69,931
    34,190
    (5,184)
    433
    110,633
    (10,054)
    6,591
    –
    –
    (5,227)
    –
    –
    (95,015)
    167,693
    186,138
   Working capital changes
 18,979
    (117,271)
    (3,310)
    142,815
    (3,255)
    205,117


F-59
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
  30. CASH FLOW ON ACQUISITION /DISPOSAL OF SUBSIDIARIES, NET OF CASH ACQUIRED OR DISPOSED
 
 2008
 2007
 2006
 R’000
 R’000
 R’000
 Disposal of Buffelsfontein Gold Mines Limited
              Acquisition of Crown Gold Recoveries (Pty) Ltd
                                                               Acquisition of East Rand Proprietary Limited


F-60
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
  30. CASH FLOW ON ACQUISITION /DISPOSAL OF SUBSIDIARIES, NET OF CASH ACQUIRED OR DISPOSED
 
 2008
 
 2007
 2006
 R’000
 R’000
 R’000
 Acquisition of Emperor Mines Limited/disposal of Vatukoula mine
 
 `
                                                                                           Disposal of Stand 752 (Pty) Ltd
 `


F-61
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
 30. CASH FLOW ON ACQUISITION/DISPOSAL OF SUBSIDIARIES, NET OF CASH ACQUIRED OR DISPOSED
  2008
 2007
 2006
 R’000
 R’000
 R’000
  Disposal of Netgold Limited
                21,908
    7,283
    21,878
    (37,446)
    13,623
    –
    (21,878)
    (21,878)
    Disposal of Emperor Mines Limited
               13,469
    32,646
    62,523
    455,708
    (15,535)
    (283)
    31
    (138,189)
    (6,160)
    404,210
    355,826
    (455,709)
    (99,883)
    Total net cash flow on disposal/acquisition of subsidiaries
 
    –
    (21,878)
        (99,883)
    –
      (121,761)


F-62
 NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)
 for the year ended June 30, 2008
 31. CASH FLOW ON DISPOSAL OF JOINT VENTURE, NET OF CASH ACQUIRED OR DISPOSED
  2008
 2007
 2006
 R’000
 R’000
 R’000
  Disposal of Porgera Joint Venture
                        500,698
    326,167
    17,616
    2,408
    (48,133)
    (81,108)
    717,648
    1,939,134
    (2,408)
    1,936,726
    32. CASH AND CASH EQUIVALENTS
  2008
    R’000
    
    
    
    
    846,114
    (527)
    845,587
    CASH FLOWS FROM DISCONTINUED OPERATIONS
 
    
    (150,703)
    1,080,541
    (1,046,610)


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
 (7)
 
 Articles of Association of DRDGOLD Limited, as amended on November 8, 2002.
 1.3
 (1)
 
 Excerpts of relevant provisions of the South African Companies Act.
 1.4
 (2)
 
 Durban Roodepoort Deep (1996) Share Option Scheme as amended.
 2.1
 (1)
 
 Excerpts of relevant provisions of the Johannesburg Stock Exchange Listings Requirements.
 2.2
 (7)
 
 Indenture between DRDGOLD Limited, as Issuer, and The Bank of New York, as Trustee, dated November 12, 2002.
 2.3
 (7)
 
 Purchase Agreement between DRDGOLD Limited and CIBC World Markets Corp., dated November 4, 2002.
 2.4
 (7)
 
 Registration Rights Agreement between DRDGOLD Limited and CIBC World Markets Corp., dated
 November 12, 2002.
 2.5
 (7)
 
 DRDGOLD Limited 6% Senior Convertible Note Due 2006 in the amount of $61,500,000 issued pursuant to Rule
 144A of the Securities Act of 1933, as amended.
 2.6
 (7)
 
 DRDGOLD Limited 6% Senior Convertible Note Due 2006 in the amount of $4,500,000 issued pursuant to Regulation
 S under the Securities Act of 1933, as amended.
 4.1
 (1)
 
 Tribute Agreement, dated October 9, 1992, between DRDGOLD Limited and Rand Leases.
 4.2
 (1)
 
 Service Agreement, dated July 27, 1995, between DRDGOLD Limited and Randgold.
 4.3
 (1)
 
 Agreement, dated September 28, 1995, among First Westgold Mining (Proprietary) Limited, DRDGOLD Limited and
 Rand Leases in respect of purchase of assets of First Westgold by Rand Leases.
 4.4
 (2)
 
 Pumping Assistance, dated October 14, 1997, for the 1997/1998 fiscal year from the Minister of Mineral and Energy
 Affairs – Republic of South Africa to DRDGOLD Limited.
 4.5
 (3)
 
 Deposit Agreement among DRDGOLD Limited, The Bank of New York 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 11, 1998.
 4.6
 (4)
 
 Security Agreement, dated November 5, 1998, between The Chase Manhattan Bank, DRDGOLD Limited, Blyvoor,
 Buffels and West Wits.
 4.7
 (4)
 
 Loan Agreement, dated June 8, 1999, between Industrial Development Corporation of South Africa Limited, Crown
 and DRDGOLD Limited.
 4.8
 (4)
 
 Lender Substitution Deed, dated August 18, 1999, between DRDGOLD Limited, DRD Australasia, NM Rothschild &
 Sons (Singapore) Limited, NM Rothschild & Sons (Australia) Limited, as agent in its own capacity, and Rothschild
 Nominees (Pty) Limited.
 4.9
 (4)
 
 A $10m Facility Agreement, dated September 10, 1999, between DRDGOLD Limited, DRD Australasia and NM
 Rothschild & Sons (Australia) Limited.
 4.10
 (4)
 
 Facility Agreement, dated August 9, 1996, between PT Barisan Tropical Mining, Rothschild Australia Limited and the
 Participants.
 4.11
 (4)
 
 Deposit Agreement, dated September 30, 1999, between Buffels and BOE Merchant Bank, a division of BOE Bank
 Limited.
 4.12
 (4)
 
 Undertaking and Security Agreement, dated November 17, 1999, between BOE Bank Limited, through its division
 BOE Merchant Bank, and Buffels.
 4.13
 (4)
 
 Guarantee and Indemnity Agreement, dated November 17, 1999, between DRDGOLD Limited, Blyvoor, Argonaut
 Financial Services (Proprietary) Limited, West Wits, Crown and BOE Bank Limited, through its division BOE
 Merchant Bank.
 4.14
 (4)
 
 Loan Security Agreement, dated November 17, 1999, between FBCF Equipment Finance (Proprietary) Limited and
 Buffels.
 4.15
 (4)
 
 Sale of Business Agreement in respect of Harties, dated August 16, 1999, between Avgold Limited, Buffels and
 DRDGOLD Limited.
 4.16
 (4)
 
 Form of Restraint Agreement.
 4.17
 (4)
 
 Sale of Shares Agreement, dated September 29, 1997, between RMP Properties Limited, Randgold, Crown, City Deep
 Limited, Consolidated Main Reef Mines and Estate Limited, Crown Mines Limited, RMP Properties SA Limited and
 Industrial Zone Limited.
 4.18
 (5)
 
 Form of Non-Executive Employment Agreement.
 4.19
 (5)
 
 Form of Executive Employment Agreement.
 4.20
 (5)
 
 Share Sale Option Agreement, dated March 12, 1993, between Newmont Proprietary Limited, Ballimore No. 56
 Proprietary Limited, Clayfield Proprietary Limited and Dome Resources N.L.
 4.21
 (5)
 
 Convertible Loan Agreement, dated November 19, 1997, between Tolukuma Gold Mines Proprietary Limited, Dome
 Resources N.L. and Mineral Resources Development Company Proprietary Limited.
 4.22
 (5)
 
 First Deed of Variation of Loan Agreement, between Mineral Resources Development Company Pty Limited, Dome
 Resources N.L. and Tolukuma Gold Mines Pty Limited.
 4.23
 (5)
 
 Agreement, dated February 21, 2000, between DRDGOLD Limited and Western Areas Limited.


123
  (5)
     (5)
     (5)
     (5)
     (6)
     (6)
     (6)
     (6)
     (6)
     (6)
      (6)
    (7)
     (7)
    (7)
     (7)
      (7)
      (7)
     (7)
    (7)
     (7)
     (7)
     (7)
     (7)
     (7)
     (7)
     (7)
     (7)
      (7)
     (7)
     (7)


124
  (7)
     (8)
    (8)
     (9)
     (9)
    (9)
     (9)
    (9)
     (9)
     (10)
     (10)
    (10)
     (10)
     (10)
     (10)
    (10)
    (10)
     (10)
     (10)
    (10)
     (10)
     (10)
       (10)
       (10)
     (10)
     (10)
     (10)
     (11)
     (11)
     (11)
     (11)
     (11)


125
  (11)
      (11)
     (11)
     (11)
     (11)
    (11)
     (11)
     (12)
      (12)
       (12)
    .
  (12)
     (12)
     (12)
     (12)
     (12)
      (12)
     (12)
     (12)
     (12)
     (12)
     (12)
     (12)
    (12)
      (12)
     (12)
     (14)
     (14)
     (14)


126
  (14)
      (14)
     (14)
     (14)
    (14)
     (14)
      (14)
      (14)
     (14)
     (14)
         (15)
      (15)
      (15)
      (15)
     (15)
     (15)
     (15)
     (15)
    (15)
    (15)
    (15)
    (15)
    (10)
    (11)
     (13)
     (13)
     (11)
    (1)
  (2)
  (3)
  (4)
  (5)


127
 (6)
  (7)
  (8)
  (9)
  (10)
  (11)
  (12)
  (13)
  (14)
  (15)


SIGNATURES
 
 The registrant hereby certifies that it meets all of 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/ J.W.C. Sayers
 
 J.W.C. Sayers
 Chief Executive Officer
 
 
 By:  
  /s/ C.C. Barnes
 C.C. Barnes
 Chief Financial Officer
 Date: December 12, 2008