EXECUTION VERSION
 DRD EXCHANGEAGREEMENT (in terms of section 42 of the Income Tax
Act)  between  DRDGOLD LIMITED  and  SIBANYE GOLD LIMITED   155 – 5th Street
  Sandton 2196
 Docex 111
  Sandton
 enquiries@werksmans.comJohannesburg
  South Africa
 Tel+27 11 535 8000
 www.werksmans.comPrivate Bag
  10015 Sandton 2146
 Fax+27 11 535 8600


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KJT/JAJ 22112017/SIBA24179.7 DRD Exchange Agreement - Execution - 22 Nov
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  TABLE OF CONTENTS 1interpretation. 1 2INTRODUCTION. 6 3SUSPENSIVE
CONDITION. 7 4EXCHANGE. 8 5section
42 of the income tax act. 8 6CLOSING
AND DELIVERY. 9 7board
appointment. 11 8WARRANTIES. 11 9INDEMNITies. 14 10LIMITATION
OF LIABILITY. 16 11silicosis
claims. 18 12interim
period. 19 13CONFIDENTIALITY. 21 14BREACH. 23 15DISPUTES. 23 16DOMICILIUM
AND NOTICES. 24 17GENERAL. 26 18GOVERNING
LAW.. 27 19COSTS. 27   ANNEXURES Annexure A –
DRD warranties Annexure B –
disclosure schedule  i


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 DRD EXCHANGE
AGREEMENT (in terms of section 42 of the Income Tax
Act)  between  DRDGOLD LIMITED  and  SIBANYE GOLD
LIMITED   1interpretation  In this Agreement, clause headings are
for convenience and shall not be used in its interpretation and, unless the
context clearly indicates a contrary intention, ‐  1.1a word or an expression which denotes ‐  1.1.1any gender includes the other genders;  1.1.2a natural person includes an artificial or
juristic person andvice versa;  1.1.3the singular includes the plural andvice
versa;  1.2the following words and expressions shall bear
the meanings assigned to them below and cognate words and expressions bear
corresponding meanings ‐  1.2.1"Agreement" ‐ this
agreement, together with its annexures (if any), as amended from time to time;  1.2.2"Allotted Shares" – such
number of DRD Shares as will, after the allotment and issue thereof to Sibanye
in terms of 4, constitute 38.05% of all DRD Shares in issue (including any
DRD Shares held as treasury shares). It is recorded that (i) as at the
Signature Date, 265 000 000 DRD Shares would need to be allotted and
issued in terms of 4 in order for Sibanye to achieve a shareholding of
38.05% of all DRD Shares in issue (including any DRD Shares held as treasury
shares), and (ii) if any DRD Shares are allotted and issued to third
parties by DRD prior to the implementation of 4, the number of DRD Shares
which will need to be allotted and issued in terms of 4 in order 1


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 for Sibanye to achieve a shareholding of 38.05% of all DRD
Shares in issue (including any DRD Shares held as treasury shares) will exceed
265 000 000 DRD Shares;  1.2.3"Applicable Laws" ‐ in
relation to any Party, includes all statutes, subordinate legislation, common
law, regulations, ordinances, by‐laws, directives, codes of practice,
circulars, guidance or practice notices, judgments, decisions, standards and
similar provisions ‐  1.2.3.1which are prescribed, adopted, made, published
or enforced by any Governmental Authority; and  1.2.3.2compliance with which is (or was or will be, at
the relevant time referred to in this Agreement) mandatory for that Party;  1.2.4"Business Day" ‐ any
day which is not a Saturday, a Sunday or an official public holiday in South
Africa;  1.2.5"Companies Act" ‐ the
Companies Act No 71 of 2008;  1.2.6"Composite Transaction" – will
have the meaning ascribed thereto in the First Exchange Agreement;  1.2.7"CSDP" – a nominated
depository institution for central securities depository participant as
contemplated in the Financial Markets Act;  1.2.8"Disclosure Schedule" ‐ the
disclosure schedule which is annexed to this Agreement as Annexure B,
which qualifies the Warranties;  1.2.9"Dispose" ‐ sell,
transfer, cede, make over, give, donate, exchange, dispose of, unbundle,
distribute or otherwise alienate or any agreement, obligation or arrangement to
do any of the foregoing; and "Disposal" will be construed
accordingly;  1.2.10"DMR" – the
Department of Mineral Resources;  1.2.11"DRD" – DRDGOLD
Limited (registration number 1895/000926/06), a public company duly incorporated
and registered in accordance with the laws of South Africa (the ordinary shares
of which are listed on the JSE and the NYSE in the form of American Depository
Shares); 2


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  1.2.12"DRD Delivery Date" - the
first Business Day after the Delivery Date in terms of, and as defined in, the
First Exchange Agreement;  1.2.13"DRD Shares" – ordinary
shares of DRD;  1.2.14"Encumbrance" ‐ includes
any mortgage bond, notarial bond, pledge, lien, hypothecation, assignment, cession‐in‐securitatem
debiti, deposit by way of security, option over, right of retention over, right
of first refusal, restriction on disposal or any other agreement, arrangement
or obligation (whether conditional or not) which has or will have the effect of
giving to one Person a security interest in or preferential treatment in
respect of another Person's assets, but excludes statutory preferences, and
"Encumber" and "Encumbered" shall be
construed accordingly;  1.2.15"Financial Markets Act" – the
Financial Markets Act No 19 of 2012;  1.2.16"First Exchange Agreement" – the
Exchange Agreement to be entered into between Sibanye, the Target and DRD on or
about the date of conclusion of this Agreement and in terms of which Sibanye
will dispose of a tailings business to the Target in exchange for the issue by
the Target of shares to Sibanye;  1.2.17"Governmental Authority" – any
government or governmental (national, provincial, regional, district, municipal
or local), administrative, regulatory, fiscal or judicial authority, agency,
body, court, department, commission, tribunal, registry or any state-owned,
state-controlled or legislatively constituted authority, agency or commission
which principally performs public, governmental or regulatory functions
including the DMR;  1.2.18"Income Tax Act" ‐ the
Income Tax Act No 58 of 1962;  1.2.19"JSE" – JSE Limited
(registration number 2005/022939/06), a public company duly incorporated and
registered in accordance with the laws of South Africa and licenced as an
exchange under the Financial Markets Act;  1.2.20"Listings Requirements" – the
Listings Requirements of the JSE;  1.2.21"Longstop Date" – will
have the meaning ascribed thereto in the First Exchange Agreement; 3


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  1.2.22"Losses" ‐ actual
or contingent losses, liabilities, damages, costs (including legal costs on the
scale as between attorney and own client) and expenses of any nature
whatsoever;  1.2.23"NYSE" – the New York
Stock Exchange;  1.2.24"Parties" ‐ collectively,
DRD and Sibanye and "Party" shall mean any one of them, as the
context may require;  1.2.25"Person" ‐ includes
any natural or juristic person, association, business, close corporation, company,
concern, enterprise, firm, partnership, joint venture, trust, undertaking,
voluntary association, body corporate, and any similar entity;  1.2.26"Sibanye" – Sibanye
Gold Limited (registration number 2002/031431/07), a public company duly
incorporated and registered in accordance with the laws of South Africa (the
ordinary shares of which are listed on the JSE and the NYSE);  1.2.27"Sibanye Securities Account" – the
securities account to be established by Sibanye prior to the DRD Delivery Date,
into which the Allotted Shares will be deposited in terms of 4, it being
agreed that Sibanye will, in writing, provide DRD with full details of the
Sibanye Securities Account at least five Business Days prior to the DRD Delivery
Date;  1.2.28"Signature Date" ‐ when
this Agreement has been signed by both Parties (whether or not in counterpart),
the latest of the dates on which this Agreement (or a counterpart) was signed
by a Party;  1.2.29"Silicosis" – the
occupational lung disease resulting from the inhalation of, or exposure to,
crystalline silica dust and/or related illnesses or diseases resulting from the
same cause;  1.2.30"Silicosis Period" – the
period commencing on the DRD Delivery Date and expiring eight years thereafter;  1.2.31"South Africa" ‐ the
  Republic of South Africa;  1.2.32"SuspensiveCondition" ‐ the
suspensive condition stipulated in 3; 4


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  1.2.33"Target" - K2017449061
(South Africa) Proprietary Limited(registration number 2017/449061/07) (to
be renamed WRTRP Proprietary Limited), a private company duly incorporated and
registered in accordance with the laws of South Africa;  1.2.34"Target Shares" - 1 000
ordinary shares in the Target, which ordinary shares constitutes 100% of the
issued ordinary shares of the Target;  1.2.35"Warranties" ‐ the
warranties, representations and undertakings given by each Party to the other
in this Agreement (including, in the case of DRD, the Warranties in
Annexure A hereto) and "Warranty" shall be construed
accordingly;  1.3any reference to any statute, regulation or
other legislation shall be a reference to that statute, regulation or other
legislation as at the Signature Date, and as amended or substituted from time
to time;  1.4any reference to holding companies or
subsidiaries shall be construed in accordance with the meanings ascribed to
such terms in the Companies Act;  1.5if any provision in a definition is a
substantive provision conferring a right or imposing an obligation on any Party
then, notwithstanding that it is only in a definition, effect shall be given to
that provision as if it were a substantive provision in the body of this
Agreement;  1.6where any term is defined within a particular
clause other than this 1,
that term shall bear the meaning ascribed to it in that clause wherever it is
used in this Agreement;  1.7where any number of days is to be calculated
from a particular day, such number shall be calculated as excluding such
particular day and commencing on the next day. If the last day of such number
so calculated falls on a day which is not a Business Day, the last day shall be
deemed to be the next succeeding day which is a Business Day;  1.8any reference to days (other than a reference to
Business Days), months or years shall be a reference to calendar days, calendar
months or calendar years, respectively;  1.9any term which refers to a South African legal
concept or process (for example, without limiting the foregoing, winding‐up
or curatorship) shall be deemed to include a reference to the equivalent or
analogous concept or process in any other jurisdiction in which this Agreement
may apply or to the laws of which a Party may be or become subject; and 5


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  1.10the use of the word "including",
"includes" or "include" followed by a
specific example/s shall not be construed as limiting the meaning of the general
wording preceding it and theeiusdem generisrule shall not be applied
in the interpretation of such general wording or such specific example/s.  The terms of this Agreement having
been negotiated, the rule of interpretation which prescribes that, in the event
of ambiguity, a contract should be interpreted against the party responsible
for its drafting shall not be applied in the interpretation of this Agreement.  2INTRODUCTION  2.1The Parties record that –  2.1.1as at the DRD Delivery Date, Sibanye will hold
the Target Shares;  2.1.2DRD wishes to acquire the Target Shares in
exchange for the issue and allotment of the Allotted Shares; and  2.1.3Sibanye wishes to exchange the Target Shares for
the Allotted Shares in terms of section 42 of the Income Tax Act.  2.2The Parties accordingly agree to the terms and
conditions set out in this Agreement.  3SUSPENSIVE CONDITION  3.1This whole Agreement (other than 1,
this 3 and 13 to 19 (both inclusive), by which the Parties shall be bound
with effect from the Signature Date) is subject to the suspensive condition
that on or before the Longstop Date, all of the suspensive conditions contained in the First
Exchange Agreement, save for any suspensive condition therein relating to this
Agreement being signed and becoming unconditional, shall have been fulfilled or
waived (as the case may be).  3.2TheSuspensiveC☐nditi☐nmayn☐tbewaived.  3.3If the Suspensive Condition is not fulfilled for
any reason whatever, then ‐  3.3.1this whole Agreement (other than 1,
this 3 and 13 to 19 (both inclusive), by which the Parties shall remain
bound) shall be of no force or effect; 6


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  3.3.2the Parties shall be entitled to be restored as
near as possible to the positions in which they would have been, had this
Agreement not been entered into; and  3.3.3neither Party shall have any claim against the
other in terms of this Agreement except for such claims (if any) as may arise
from a breach of this 3 or from any other provision of this Agreement by
which the Parties remain bound.  4EXCHANGE  4.1Exchange  4.1.1In exchange for the allotment and issue of the
Allotted Shares by DRD, Sibanye shall, on the DRD Delivery Date, cede and
transfer the Target Shares to DRD, on which date ownership of, and all risk in
and benefit attaching to, the Target Shares shall be deemed to have passed to DRD.
In exchange for cession and transfer of the Target Shares by Sibanye, DRD
shall, on the DRD Delivery Date, allot and issue (credited as fully paid-up)
the Allotted Shares to Sibanye and ownership of, and all risk in and benefit
attaching to, the Allotted Shares shall be deemed to have passed to Sibanye.  4.1.2The exchange of the Target Shares by Sibanye for
the allotment and issue of the Allotted Shares by DRD constitutes one
indivisible transaction.  4.1.3The exchange referred to in 4.1.1 shall be
implemented on the DRD Delivery Date by way of giving effect to the provisions
of 6.  4.2Securities transfer tax  Securities
transfer tax is not payable in respect of the transfer of the Target Shares in
terms of section 8(1)(a)(i) of the Securities Transfer Tax Act No 25
of 2007.  5section 42 of the income tax act  5.1The transfer of the Target Shares in exchange
for the Allotted Shares will be implemented as an asset-for-share transaction,
as contemplated in section 42 of the Income Tax Act.  5.2The effective date of the transaction will be
the DRD Delivery Date.  7


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 5.3The Parties hereby record and agree that
section 42 of the Income Tax Act applies to the transfer of the Target
Shares by Sibanye to DRD in terms of this Agreement. Consequently, Sibanye and
DRD are obliged to have regard to and give effect to the provisions of
section 42 of the Income Tax Act for the purposes of determining the tax
consequences for both Parties (including income Tax and capital gains tax
consequences) pursuant to the implementation of the exchange contemplated in
this Agreement.  6CLOSING AND DELIVERY  6.1At 12h00 on the DRD Delivery Date,
representatives of Sibanye and DRD shall meet at the offices of Werksmans
Inc., The Central, 96 Rivonia Road, Sandton. At that
meeting–  6.1.1Sibanye shall deliver to DRD -  6.1.1.1the share certificates in respect of the Target Shares
together with duly signed and currently dated share transfer forms in respect
thereof (reflecting DRD as transferee);  6.1.1.2an extract from the updated securities register
of the Target reflecting the transfer of the Target Shares into the name ofDRD;  6.1.1.3a copy of a resolution of the board of directors
of the Target ‐  6.1.1.3.1approving the transfer of the Target Shares in
accordance with this Agreement;  6.1.1.3.2authorising the registration of transfer of the
Target Shares and the issue of a new share certificate in respect of the Target
Shares to DRD;  6.1.1.3.3accepting the resignations of Richard Andrew
Stewart and Charl Keyter as directors of the Target as referred to in 6.1.1.4;
and  6.1.1.3.4appointing Daniel Johannes Pretorius and Wilhelm
Jacobus Schoeman as directors of the Target with effect from the
DRD Delivery Date;  6.1.1.4the written resignations of all of the
directors, public officer and auditors of the Target who are in office
immediately prior to the DRD Delivery Date and each 8


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 such resignation shall confirm that the Person
resigning has no claims against the Target;  6.1.1.5all of the Target's books, records, documents
and assets;  6.1.2DRD shall deliver to Sibanye ‐  6.1.2.1a copy of a resolution of the board of directors
of DRD approving the allotment and issue of the Allotted Shares to Sibanye
pursuant to this Agreement and authorising the payment of the relevant listing
fee in respect thereof;  6.1.2.2the signed application letter submitted to the
JSE for approval of the listing of the Allotted Shares on the JSE and the
approval letter stating that the Allotted Shares will in fact be listed on the
JSE; and  6.1.2.3the irrevocable instruction to the relevant CSDP
to credit the Sibanye Securities Account with the Allotted Shares.  6.2In compliance with the Financial Markets Act, the
Allotted Shares will be issued in dematerialised form to Sibanye, and will be
credited to the Sibanye Securities Account on the DRD Delivery Date.  6.3It is recorded that the Parties intend that the matters
referred to above be done and completed simultaneously. The Parties
reciprocally undertake in favour of each other to sign, or cause to be signed,
all such documents, and do, or cause to be done, all such further things as may
be reasonably required to give effect to this Agreement.  6.4The Parties will be entitled, by agreement in
writing, to waive the requirement for holding a meeting in terms of this 6
and, in those circumstances, to regulate the process through which the documents
contemplated in 6 will be exchanged, as they deem fit.  6.5Subject to the Parties entering into good faith
negotiations at the request of Sibanye to agree the terms of a U.S.
registration rights agreement containing standard terms and conditions, including
incidental and demand registration rights with respect to the Allotted Shares
in favour of Sibanye, the Parties hereby agree that DRD will not be required to
register the Allotted Shares with the U.S. Securities and Exchange Commission
or list the Allotted Shares on any securities exchange other than the JSE.   9


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 7board appointment  If they have not already done so, by
no later than the DRD Delivery Date DRD shall invite Sibanye to nominate one
Person to be appointed to the board of directors of DRD and DRD shall, subject
to the applicable provisions of the Companies Act, the memorandum of
incorporation of DRD and the listings rules of all stock exchanges on which DRD
Shares are listed (including the Listings Requirements), as soon as practically
possible after the DRD Delivery Date (but in any event no more than
21 Business Days thereafter) procure the appointment of such Person (and
any replacement nominated from time to time by Sibanye on any removal or
resignation of such Person from the DRD board of directors) as a director of
DRD.  8WARRANTIES  8.1General  Each Party
gives the other Party the Warranties on the basis that -  8.1.1this Agreement is entered into by each Party
relying on the Warranties, each of which is deemed to be both a material
representation inducing each Party to enter into this Agreement and an
essential contractual undertaking by each Party to ensure that the Warranty is
true and correct;  8.1.2each Warranty shall be a separate and
independent warranty which, subject to 8.1.3, shall not be limited by reference
to or inference from the terms of any other Warranty or by any other provision
in this Agreement;  8.1.3the liability of each Party in connection with
the warranties shall be subject to –  8.1.3.1the limitations contained in 10; and  8.1.3.2in the case of DRD, qualified by the disclosures
fairly made by DRD in the Disclosure Schedule;  8.1.4save as expressly provided in this 8 and
Annexure A, neither Party gives any warranties or representations of any
nature whatever, whether express, tacit or implied by law. 10


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  8.2Warranties by Sibanye  Sibanyeherebygivestoandinfav☐ur☐f DRD thef☐ll☐wing
Warranties,asatthe Signature Date and the DRDDelivery Date and at all times between those two dates,–  8.2.1the authorised shares of the Target are 5 000ordinary shares of no par value and only 1 000 of such shares have
been issued;  8.2.2the Target Shares constitute 100% of the issued
shares of the Target and all such shares are fully paid up;  8.2.3the Target does not have any existing or future
obligation (whether contingent upon the exercise of any right, option, right of
first refusal or otherwise), and no resolution has been passed requiring the
Target to vary (whether by way of an increase, reduction, consolidation,
subdivision or otherwise) –  8.2.3.1its authorised or issued shares from the share
structure referred to in 8.2.1;  8.2.3.2to vary any of the rights attaching to any of
its shares; or  8.2.3.3to create or issue any debentures or other
securities;  8.2.4all of the issued shares of the Target are of
one class and rankpari passuwith each other;  8.2.5the Target Shares were validly created and
issued;  8.2.6Sibanye is the sole beneficial owner of the
Target Shares and is registered as the sole owner of the Target Shares;  8.2.7Sibanye is entitled and able to give free and un‐encumbered
title to the Target Shares to DRD;  8.2.8no Person has any existing or will have any
future right (including any option or right of first refusal) to acquire any of
the Target Shares;  11


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 8.2.9the Target is a shelf company that has never
traded and has no assets, liabilities, rights or obligations other than those
acquired in terms of and/or contemplated by and/or referred to in the First
Exchange Agreement (and including any other agreement referred to in the First
Exchange Agreement); and  8.2.10for a period of 40 days following the DRD
Delivery Date, neither Sibanye, nor any of its affiliates, will offer or sell
any DRD Shares (including any Allotted Shares) to a U.S. Person or for the
account or benefit of a U.S. Person.  8.3WarrantiesbyDRD  DRDherebygivestoandinfav☐ur☐fSibanye theWarranties in Annexure A and in
this 8.3, asattheDRDDelivery Date, that–  8.3.1DRDhassufficientauthorisedbutunissuedDRD Sharesto
giveeffecttotheallotment
of the Allotted Shares in terms of 4;  8.3.2theAllottedShareswillbevalidlyissuedasfully paid up toSibanye;  8.3.3any and all approvals, consents and/or waivers as
may be required in order to issue the Allotted Shares, and to otherwise give effect
to the allotment and issue thereof will have been received and in place, including
any required approvals of DRD's board, DRD's shareholders and the JSE;  8.3.4theallotment
and issue of the AllottedShareswillbeimplementedinc☐mpliancewiththe mem☐randum☐finc☐rporati☐n☐fDRD,theC☐mpaniesAct
and theListings Requirements;  8.3.5theAllotted
Shares,whenissued,shallbelistedsolely☐ntheJSE;  8.3.6theAllotted
Shares,whenissued,shallrankparipassuwithall☐ther
DRD Sharesinissue; and  8.3.7it shall not have created and/or issued any
class of securities other than those in existence as at the Signature Date,
being DRD Shares.   12


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 9INDEMNITies  9.1Without prejudice to any of the rights of either
Party at law or in terms of any other provision of this Agreement, each Party
(such Party hereinafter, the "Indemnity Grantor") indemnifies
the other Party (such other Party hereinafter, the "Indemnified Party")
against all Losses which the Indemnified Party may
suffer or incur as a result of or in connection with any breach of any Warranty
(collectively, "Indemnified Loss").  9.2The Indemnified Party shall not admit any
liability in respect of any claim that may give rise to an Indemnified Loss.
The Indemnified Party shall notify the Indemnity Grantor in writing of any such
claim as soon as is reasonably possible after the Indemnified Party becomes
aware of that claim, but in any event within 30 days after the Indemnified
Party becomes aware of that claim, to enable the Indemnity Grantor to contest
that claim.  9.3The Indemnity Grantor shall, at its own expense
and with the assistance of its own legal advisers, be entitled to contest any
claim referred to in 9.2 in the name of the Indemnified Party until
finally determined by the highest court to which appeal may be made (or which
may review any decision or judgment made or given in relation thereto) or to
settle any such claim and will be entitled to control the proceedings in regard
thereto, provided that ‐  9.3.1without prejudice to the Indemnified Party's
rights in terms of 9.1, the Indemnity Grantor shall indemnify the
Indemnified Party against all costs (including legal costs on the scale as
between attorney and own client, any additional legal costs, penalties and
interest) that may be incurred by, awarded against or otherwise become payable
by, the Indemnified Party as a consequence of such steps. The Indemnity Grantor
may, prior to taking such steps, be required by the Indemnified Party to give
reasonable security for the payment of all such costs. If the Parties are
unable to agree upon the nature or amount of such security, same shall be
determined by a third party agreed to in writing by the Parties, or failing
such written agreement, by an attorney of not less than 15 years standing,
appointed by the President for the time being of the Law Society of the
Northern Provinces (or its successor body in Gauteng), whose determination
shall be final and binding;  9.3.2the Indemnified Party shall (at the expense of
the Indemnity Grantor and, if the Indemnified Party so requires, with the
involvement of the Indemnified Party's own legal advisers) render to the
Indemnity Grantor such assistance as the Indemnity Grantor may reasonably
require of the Indemnified Party in order to contest that claim;  13


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 9.3.3the Indemnity Grantor shall regularly, and, in
any event, on demand by the Indemnified Party, inform the Indemnified Party
fully of the status of the contested claim and furnish the Indemnified Party
with all documents and information relating to the contested claim, which may
reasonably be requested by the Indemnified Party; and  9.3.4the Indemnity Grantor shall consult with the
Indemnified Party prior to taking any major steps in relation to or settling
that contested claim and, in particular, before making or agreeing to any announcement
or other publicity in relation to that claim.  9.4The Indemnity Grantor shall be obliged to pay
the Indemnified Party any amount due to the Indemnified Party in respect of any
Indemnified Loss as soon as the Indemnified Party is obliged to pay the amount
thereof (in any case which involves a payment by the Indemnified Party) or as
soon as the Indemnified Party actually suffers the Indemnified Loss (in any
case which does not involve a payment by the Indemnified Party).  10LIMITATION OF LIABILITY  Notwithstanding anything to the
contrary contained in this Agreement, each Party's liability in terms of or in
connection with this Agreement shall be limited as set out in this 10.  10.1Amount  A Party ("Aggrieved Party")
shall not be entitled to claim any amount which would otherwise be due to it in
terms of or in connection with this Agreement –  10.1.1unless such amount, alone or together with any
other claims for amounts due to the Aggrieved Party in terms of or in
connection with this Agreement, exceeds R50 000 000, in which event
the other Party ("Paying Party") shall, subject to 10.2
and 10.3 (inclusive) be obliged to pay the full amount/s claimed by the
Aggrieved Party and not only the excess over the amount of
R50 000 000.  10.1.2to the extent that such amount, together with
all other amounts payable by the Paying Party to the Aggrieved Party in terms
of or in connection with this Agreement, exceeds R1 300 000 000.  10.2Time limitations   14


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 The Paying Party shall not be liable for any claim referred to
in 10.1 or otherwise ("Claim") unless the Aggrieved Party
has given written notice to the Paying Party of the Claim, specifying the
factual basis of such Claim in reasonable detail to the extent then known to
the Paying Party, on or before the third anniversary of
the DRD Delivery Date. Save as is specifically provided herein, this 10.2
shall not be construed so as to affect the application of the law of extinctive
prescription to any Claim.  10.3Nature of claims  10.3.1The Paying Party shall not be liable for ‐  10.3.1.1any Claim for any consequential loss, including
loss of profits, injury to business reputation and/or loss of business
opportunities;  10.3.1.2any Claim by the Aggrieved Party to the extent
that another Claim has been made by the Aggrieved Party arising out of
substantially the same course or set of facts or having the course of action;  10.3.1.3any Indemnified Loss suffered or incurred as a
result of any breach of Warranty if and to the extent that ‐  10.3.1.3.1such breach or Indemnified Loss is caused
by ‐  10.3.1.3.1.1any matter or thing done, or omitted to be done,
pursuant to and in compliance with this Agreement or otherwise at the request,
or with the approval in writing, of the Aggrieved Party;  10.3.1.3.1.2any act, omission or transaction of the Aggrieved
Party (or any director, officer, employee or agent or successor‐in‐title
of the Aggrieved Party);  10.3.1.3.1.3any passing of, or change in, or change of any
generally accepted interpretation or application of, any Applicable Laws
(including any change in any rates of Taxation) which occurs on or after the
Signature Date;  10.3.1.3.1.4any failure by the Aggrieved Party to use
reasonable endeavours to avoid or mitigate any Indemnified Loss; or   15


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 10.3.1.3.2the Aggrieved Party has failed to comply
with 9.2 or 9.3 and that failure has caused, contributed to or
aggravated the Indemnified Loss;  10.3.1.4where the Paying Party is DRD, any Claim that
arises out of or in connection with a breach of any of the warranties given by
Sibanye in respect of the business and assets acquired by the Target in terms
of the First Exchange Agreement.  10.3.2If theAggrieved Partyhas the right to recover from a third party a sum which indemnifies or
compensates thePaying Party(in whole or in part) in respect of any
Indemnified Loss, then theAggrieved Partyshall notify the Paying Party in writing forthwith of it becoming
aware of such right to enable the Paying Party to take steps to obtain recovery
from such third party and theAggrieved Partyshall take all such steps (including
ceding or procuring the cession of such right) as the Paying Party may
reasonably require (at the cost of the Paying Party) in order to enable the
Paying Party to enforce such right.  11silicosis claims  11.1If at any time during the Silicosis Period, one
or more Persons brings one or more claims against DRD in respect of Silicosis
and –  11.1.1is awarded any amount/s (whether as damages or
otherwise) ("Silicosis Award/s");  11.1.2the Silicosis Award/s is/are not capable of
being appealed and DRD has exhausted any and all other remedies it may have in
respect thereof;  11.1.3DRD is required to pay an amount/s which, in the
aggregate, exceeds R100 000 000 pursuant to such Silicosis Award/s,  then DRD shall be obliged to pay to
Sibanye the amount/s stipulated in 11.2.  11.2DRD shall, to the extent that any Silicosis
Award/s in the aggregate exceed R100 000 000, simultaneously with
paying any amount to any Person in whose favour the Silicosis Award/s has been
granted, pay to Sibanye an amount equal to (i) the
excess of the Silicosis Award/s over R100 000 000, multiplied by
(ii) the percentage of the total issued DRD Shares held by Sibanye as at
the date of payment.   16


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 12interim period  12.1DRD shall procure that, from the Signature Date
until the DRD Delivery Date –  12.1.1the business of DRD and its subsidiaries will be
carried on in substantially the ordinary course thereof as carried on in the 24
months prior to the Signature Date ("In the Ordinary Course");  12.1.2without prejudice to the generality of the
aforegoing, none of DRD or its subsidiaries will (i) enter into any
transaction which requires the approval of DRD's shareholders, (ii) incur
any debt or liability of such magnitude as which, if it were consideration for
an acquisition or transaction, would in terms of the Listings Requirements
require the approval of DRD's shareholders, in each case without the prior
written consent of Sibanye (such consent not to unreasonably withheld);  12.1.3each subsidiary of DRD who is or who becomes a
designated employer for the purposes of the Employment Equity Act No 55 of 1998
("EEA") shall comply with each and every one of its
obligations as a designated employer for the purposes of Chapter 3 of that
Act, including having timeously filed the required reports and income
differential statements with the Director General of the Department of Labour
and having prepared employment equity plan/s for the required period/s.  12.2Between the Signature Date and the DRD Delivery
Date, DRD shall –  12.2.1subject to the provisions of any Applicable Law
and the Listings Requirements, keep Sibanye appraised of all and any decisions
which DRD and/or DRD's subsidiaries intends to make in respect of any of their
business that may have a financial impact in excess of R25 000 000 or
which would otherwise reasonably be considered as material to an acquiror of
the Allotted Shares;  12.2.2absent any force of majeure, maintain its assets
and operations using the same environmental management regime as DRD and its
subsidiaries did in the 12 month period preceding the Signature Date;  12.2.3give prompt notice to Sibanye of any adverse
development causing a breach or which is likely to cause a breach of any of the
Warranties; provided that no disclosure by DRD in terms of this 12.2.2
shall be regarded as amending or supplementing the 17


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 Disclosure
Schedule or shall prevent or cure any misrepresentation, breach of Warranty or
breach of any undertaking.  12.3Between the Signature Date and the DRD Delivery
Date, DRD shall immediately upon becoming aware thereof, disclose to Sibanye
any circumstances which have or may have a material impact on the business of
the DRD and its subsidiaries.  12.4Insurance policies and occurrence of an
Insurable Event  12.4.1DRD undertakes to Sibanye to maintain in force (and to pay all premiums
related to) its current insurance policies (or similar replacement insurance
policies) in respect of the assets of DRD's business ("Insurance
Policies") in respect of the period between the Signature Date and the
DRD Delivery Date.  12.4.2If, prior to the DRD Delivery Date, an event which relates to or impacts
upon any asset of DRD's business takes place which to DRD's knowledge entitles
it to claim under the Insurance Policies ("Insurable Event"),
then DRD shall submit a claim in accordance with the Insurance Policies and any
amount received by DRD pursuant to such claim (less any deductible or excess
paid in respect of such claim by DRD) shall be applied where relevant towards
restoring or replacing the relevant damaged or destroyed parts of the asset.  13CONFIDENTIALITY  13.1Subject to 13.2, no Party shall, at any
time after the Signature Date, directly or indirectly disclose, or directly or
indirectly use, whether for its own benefit or that of any other Person, ‐  13.1.1any information ‐  13.1.1.1regarding the contents of this Agreement;  13.1.1.2relating to the Company, its assets and affairs,
including all communications (whether written, oral or in any other form) and
all reports, statements, schedules and other data concerning any financial,
technical, labour, marketing, administrative, accounting or other matter,  (collectively, the "Confidential
Information"); 18


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  13.1.2any document or other record (whether in
electronic or any other medium whatsoever) containing Confidential Information
which is supplied to it by the other Party as well as documents, diagrams and
records which are produced by it (whether or not by copying, photocopying or
otherwise reproducing documents or records supplied to it), and containing any
Confidential Information ("Confidential Records").  13.2Notwithstanding 13.1, Confidential Information
may be disclosed by a Party ("Disclosing Party") ‐  13.2.1to any expert appointed in terms of this
Agreement;  13.2.2to the extent to which the prior written consent
for such disclosure has been obtained from the other Party/ies;  13.2.3to the extent to which disclosure is required by
law (excluding contractual obligations) or by the rules of any stock exchange
by which it (or any of its Affiliates) is bound, in which event the Disclosing
Party shall, unless prohibited from doing so by any such law, obtain the other
Party's/Parties' consent, not to be withheld unreasonably, for the manner of
such disclosure; provided that the Disclosing Party shall not be obliged so to
obtain the consent of the other Party/ies if such disclosure is required before
the approval can reasonably be obtained but the Disclosing Party shall in these
circumstances promptly notify the other Party/ies of the full details of such
disclosure, including the reasons why time did not permit such consent to be
obtained;  13.2.4and Confidential Records may be disclosed by a
Disclosing Party to the Disclosing Party's directors, responsible employees and
professional advisors who require such disclosure for the purpose of the
Disclosing Party's implementing or enforcing this Agreement or obtaining
professional advice or for the purpose of complying with any law. Any conduct
by any such director, employee or professional advisor which would, if that Person
had been party to this 13, have been a breach of this 13 shall be
deemed to be a breach of this 13 by the Disclosing Party;  13.2.5to the extent to which it ‐  13.2.5.1is Made Public other than as a result of any
breach of this Agreement or any other agreement. The expression "Made Public"
shall, for this purpose, have the same meaning as when it is used in the
insider trading provisions of the Financial 19


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 Markets
Act, which is not limited to the circumstances referred to in section 79
of that Act;  13.2.5.2corresponds in substance to information
disclosed and/or made available by a third party to the Disclosing Party at any
time without any obligation not to disclose same, unless the Disclosing Party
knows that the third party from whom it received that information is prohibited
from transmitting the information to Disclosing Party by a contractual, legal
or fiduciary obligation to any other party;  13.2.5.3is information which was already in the
possession of the Disclosing Party prior to its disclosure by the other Party
to the Disclosing Party or is independently developed by the Disclosing Party
without reference to the Confidential Information.  13.3No Party shall issue any press release or any
other public document or make any public statement in each case relating to or
connected with or arising out of this Agreement and/or the Composite
Transaction without obtaining the prior approval of the other Party to the
contents thereof and the manner of its presentation and publication; provided
that such approval shall not be unreasonably withheld or delayed; provided
further that if a Party is required to make a public announcement by law or as
required by the rules of any stock exchange by which it is bound, it shall be
entitled to do so without the approval of the other Party if it has given the
other Party a reasonable opportunity (in the circumstances) to comment on such
public announcement.  14BREACH  Should any
Party breach any provision of this Agreement and fail to remedy such breach
within seven days after receiving written notice requiring such remedy, then
(irrespective of the materiality of such breach or provision) the other
Party/ies shall be entitled, without prejudice to its other rights in terms of
this Agreement or in law, including any right to claim damages, to claim
immediate specific performance of all of the defaulting Party's obligations
then due for performance or to cancel this Agreement. Notwithstanding anything to the contrary contained in this
Agreement, no Party shall be entitled to cancel or rescind this Agreement after
the performance by the Parties of their obligations which are required to be
performed on the DRD Delivery Date in terms of this Agreement.   20


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 15DISPUTES  15.1Save as expressly otherwise provided for in this
Agreement, any dispute arising out of or in connection with this Agreement,
including any dispute as to its existence, validity, enforceability or
termination, shall be finally resolved in accordance with the rules of the
Arbitration Foundation of Southern Africa (or its successor-in-title) ("AFSA")
by an arbitrator appointed by AFSA. There shall be a right of appeal as
provided for in article 22 of such rules.  15.2If AFSA no longer exists then the arbitrators
shall be appointed by the President for the time being of the Law Society of
the Northern Provinces and the arbitration shall be conducted in accordance
with the Arbitration Act No 42 of 1965.  15.3Notwithstanding anything to the contrary
contained in this 15, any Party shall be entitled to obtain interim relief
on an urgent basis from any competent court having jurisdiction.  15.4For the purposes of 15.3 and for the
purposes of having any award made by the arbitrator being made an order of
court, each of the Parties hereby submits itself to the non‐exclusive
jurisdiction of the High Court of South Africa, Gauteng Local Division,
Johannesburg.  15.5This 15 is severable from the rest of this
Agreement and shall remain in full force and effect notwithstanding any
termination or cancellation of this Agreement, or any part thereof.  16DOMICILIUM AND NOTICES  16.1The Parties choosedomicilium citandi et
executandi("Domicilium") for all purposes relating to
this Agreement, including the giving of any notice, the payment of any sum, the
serving of any process, as follows ‐  16.1.1DRDGOLD -  physical   ‐      2nd
Floor, North Tower 1 Sixty Building 160 Jan Smuts Avenue Rosebank 2196  21


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 e‐mail     ‐niel.pretorius@drdgold.com; and riaan.davel@drdgold.com  attention: The CEO and the CFO  16.1.2Sibanye -  physical   ‐      Constantia
Office Park Bridgeview
House Ground
Floor (cnr 14th
Avenue and Hendrik Potgieter Street) Gauteng 1709  e‐mail     ‐      richard.stewart@sibanyestillwater.com cain.farrel@sibanyestillwater.com  attention:       Richard Stewart
(EVP: Business Development) Cain Farrel (Company Secretary)  16.2Any Party shall be entitled from time to time,
by giving written notice to the other, to vary its physicalDomiciliumto any other physical address (not being a post office box orposte restante)
in South Africa and to vary its facsimile and/or emailDomiciliumto any
other facsimile number and/or email address.  16.3Any notice given or payment made by a Party to any
other ("Addressee") which is delivered by hand between the
hours of 09:00 and 17:00 on any Business Day to the Addressee's physicalDomiciliumfor the time being shall be deemed to have been received by the Addressee at
the time of delivery.  16.4Any notice given by a Party to any other which
is successfully transmitted by email or facsimile to the Addressee's email or facsimileDomiciliumfor the time being shall be deemed (unless the contrary is
proved by the Addressee) to have been received by the Addressee at the time of
successful transmission thereof or, if such date is not a Business Day, on the
next day which is a Business Day.  16.5This 16 shall not operate so as to
invalidate the giving or receipt of any written notice which is actually
received by the Addressee other than by a method referred to in this 16. 22


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  16.6Any notice in terms of or in connection with this
Agreement shall be valid and effective only if in writing and if received or
deemed to be received by the Addressee.  17GENERAL  17.1This Agreement constitutes the sole record of
the agreement between the Parties in relation to the subject matter hereof. No
Party shall be bound by any express, tacit or implied term, representation,
warranty, promise or the like not recorded herein. This Agreement supersedes
and replaces all prior commitments, undertakings or representations, whether
oral or written, between the Parties in respect of the subject matter hereof.  17.2No addition to, variation, novation or agreed
cancellation of any provision of this Agreement shall be binding upon the
Parties unless reduced to writing and signed by or on behalf of the Parties.  17.3No waiver, indulgence or extension of time which
a Party ("Grantor") may grant to the other/s, nor any delay or
failure by the Grantor to enforce, whether completely or partially, any of its
rights, shall constitute a waiver of or, whether by estoppel or otherwise,
limit any of the existing or future rights of the Grantor in terms hereof, save
in the event and to the extent that the Grantor has signed a written document
expressly waiving or limiting such right.  17.4Save as expressly provided in this Agreement, no
Party shall be entitled to cede, delegate, Encumber, assign or otherwise
transfer any of its rights and/or obligations in terms of, and/or interest in,
this Agreement to any third party without the prior written consent of the
other Parties.  17.5No consent or approval in terms of or in
connection with this Agreement shall be valid or effective unless in writing
and signed by or on behalf of the Party/ies giving such consent or approval.  17.6For the purposes of this Agreement –  17.6.1no data message, as defined in the Electronic
Communications and Transactions Act No 25 of 2002 ("ECTA"),
other than an email or facsimile, shall constitute writing;   23


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 17.6.2no electronic signature or advanced electronic
signature, as defined in ECTA, shall constitute a signature, except for the purposes
of varying any date referred to in this Agreement or giving any consent or
approval in terms of this Agreement.  17.7Without prejudice to any other provision of this
Agreement, any successor‐in‐title, including any executor, heir,
liquidator, business rescue practitioner, curator or trustee, of a Party shall
be bound by this Agreement.  17.8The signature by either Party of a counterpart
of this Agreement shall be as effective as if that Party had signed the same
document as the other Party.  17.9The Parties warrant to each other that they have
the legal capacity and authority required to conclude and implement this Agreement
and that such conclusion and implementation do not conflict with any obligation
or restriction applicable to either Party, whether in terms of any law, its
constitution or otherwise.  18GOVERNING LAW  This Agreement shall in all respects
(including its existence, validity, interpretation, implementation, termination
and enforcement) be governed by the law of South Africa which is
applicable to agreements executed and wholly performed within South Africa.  19COSTS  Each
Party shall bear and pay its own costs in relation to the negotiation,
drafting, finalisation, signing and implementation of this Agreement.   Signed at Sandton on 22 November
  2018for
 DRDGOLD Limitedwho warrants that he is duly
  authorised hereto
   24


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 Signed at
  Sandton on 22 November 2018for
 Sibanye Gold Limitedwho warrants that he is duly
  authorised hereto
   25


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 Annexure A – DRD warranties  Save as fairly disclosed in the Disclosure
Schedule, DRD gives Sibanye the warranties, representations and undertakings in
this annexure.  1INTERPRETATION  In this
annexure, unless the context clearly indicates a contrary intention, ‐  1.1the provisions of the agreement to which this
annexure is annexed relating to its interpretation shall apply and the
expressions defined in that agreement shall bear the meanings assigned to them
therein;  1.2the following expressions shall bear the
meanings assigned to them below and cognate expressions bear corresponding
meanings –  1.2.1"DMR" – the
Department of Mineral Resources;  1.2.2"DRD Group" – DRD and
its direct and indirect subsidiaries, excluding the Target;  1.2.3"EMP" – the
Environmental Management Programmes obtained from the DMR by the DRD for the
purpose of running its business;  1.2.4"Environment" – the
environment as defined in section 1 of NEMA;  1.2.5"Environmental Approvals" - all permits, authorisations, exemptions, permissions,
directives, licences, entitlements and the like issued by any Environmental
Authority pursuant to the Environmental Laws (including environmental
authorisations and EMPs) with respect to DRD's business including all
amendments, variations, modifications or transfers thereof from time to time;  1.2.6"Environmental Authority" - any
legal person or body of persons (including any Governmental Authority) having
jurisdiction to determine (whether by delegation or otherwise) any matter
arising under Environmental Law and/or relating to the Environment;  1.2.7"Environmental Law" ‐ all
Applicable Laws which relate to the environment, to the management of Hazardous
Substances or to human health and safety, including the 26


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 National
Environmental Management Act 107 of 1998, the National Environmental
Management: Air Quality Act 39 of 2004, the National Environmental
Management: Biodiversity Act 10 of 2004, the National Environmental
Management: Waste Act 59 of 2008, the National Water Act 36 of 1998,
the Environment Conservation Act 73 of 1989, the Hazardous Substances
Act 15 of 1973, OHSA, the National Heritage Resources Act 25
of 1999 and the National Building Regulations and Building Standards
Act 103 of 1977;  1.2.8"Health and Safety Laws" – all
applicable health and safety laws, including the Mine Health and Safety Act 29
of 1996, the OHSA and the common law;  1.2.9"Mining Operations" – shall
bear the meaning ascribed to that term in section 1 of the MPRDA;  1.2.10"Mining Right" – shall
bear the meaning ascribed to that term in section 1 of the MPRDA;  1.2.11"MPRDA" – the Mineral
and Petroleum Resources Development Act No 28 of 2002;  1.2.12"NEMA" - the National
Environmental Management Act No 107 of 1998;  1.2.13"OHSA" – the
Occupational Health and Safety Act No 85 of 1993;  1.3each Warranty which is not stated to be given as
at a particular date only or in respect of a particular period only is,
notwithstanding the tense used therein, given as at the Signature Date and the
DRD Delivery Date, and during the period between those dates;  1.4for the purposes of any reference to the
knowledge or state of awareness of DRD in any Warranty, DRD shall, in addition
to its actual knowledge, be deemed to have all knowledge which –  1.4.1it would have had, had it made all due and
careful enquiries about its business and the matters in respect of which such
Warranty is given;  1.4.2the directors, officers and senior management
employees of DRD have or would have had, had they behaved reasonably in the
course of their employment by DRD.  2ENVIRONMENTAL COMPLIANCE 27


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  2.1The DRD Group has conducted its business and the
Mining Operations constituting part thereof in substantial compliance with
Environmental Laws.  2.2No member of the DRD Group has received any
written statutory compliance notice from any Environmental Authority during the
12 month period prior to the Signature Date alleging material non-compliance by
it with Environmental Laws or any Environmental Approvals in relation to its
business and in respect of which regulatory action in respect of the same is
outstanding at the Signature Date, or with which it has failed to comply.  2.3Each member of the DRD Group has completed and
submitted the annual financial provisioning assessments to the extent required
under the MPRDA and applicable Environmental Laws and, after these have been
assessed by the DMR, DRD has made financial provision, or financial provision
has been made on its behalf, in the amounts required by the DMR from time to
time.  3EMPLOYEES  3.1As at the Signature Date, none of the members of
the DRD Group, other than DRD, Ergo Mining and ERPM ("the Designated
Employers"), are or have been a designated employer for the purposes
of the Employment Equity Act No 55 of 1998 ("EEA"), at any
time since the date of commencement of the EEA.  3.2Each of the Designated Employers has at all
relevant times since the date of commencement of the EEA up to the Signature
Date, complied with each and every one of its obligations as a designated employer
for the purposes of Chapter 3 of the EEA including having timeously filed
the required reports and income differential statements with the Director
General of the Department of Labour, and having prepared employment equity
plan/s for the required period/s.  3.3As at the Signature Date, none of the Designated
Employers has at any time been the subject of any -  3.3.1request to provide an undertaking to comply with
its obligations as a designated employer, or any compliance order, issued by a
labour inspector; or  3.3.2review of its obligations as a designated
employer by the Director General of the Department of Labour. 28


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  4ASSETS  4.1All the material assets of DRD Group are insured
with a reputable South African insurance company against the risks to which
they are ordinarily subject for amounts which accord with sound business
practice, all premiums due in respect of such insurance have been paid by the
DRD Group and DRD Group has complied with all of the conditions to which
the liability of the insurer under the policies of insurance will be subject. As
at the Signature Date, DRD is not aware of any facts, matters or circumstances
which may give rise to the cancellation of any of the said policies of
insurance, or the repudiation of any claims thereunder, or to such policies not
being renewed in the future, or only being renewed subject to the imposition of
more onerous terms.  4.2As at the Signature Date, none of the material
assets of the DRD Group is the subject matter of any current or pending
litigation or similar legal proceedings (including arbitration, criminal
proceedings or administrative proceedings) and DRD is not aware of any facts or
circumstances which may lead to any such proceedings.  4.3The material plant, machinery and equipment
forming part of the assets of the DRD Group are in good working order and
condition, fair wear and tear excepted, have been properly maintained in
accordance with DRD's maintenance programme and, as at the Signature Date, are
capable of carrying out the functions for which they are intended.  5LAND  The DRD Group is entitled to conduct
its business on the land on which it does so.  6INTERIM PERIOD  DRD has not done
anything or omitted to do anything which would result in a breach of the
provisions of 12 of this Agreement.  7HEALTH AND SAFETY LAWS  The DRD Group
maintains practices and procedures to ensure material compliance with all
Health and Safety Laws applicable to its business.  29


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 8DISCLOSURES  8.1All information and documents comprising the Disclosure Schedule
or given to Sibanye or its professional advisers by DRD prior to the Signature
Date and/or in the course of Sibanye's due diligence investigation is, as at
the Signature Date, true, complete and not misleading.  8.2As at the Signature Date, DRD has made a full
and complete disclosure to Sibanye of the affairs of the DRD insofar as its
business is concerned and all material information of whatsoever nature or kind
has been disclosed to Sibanye which would have been material in the decision of
Sibanye to enter into this Agreement, either at all or on the terms and
conditions set out herein.   30


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 Annexure B – disclosure schedule  1INTRODUCTION  In this Disclosure Schedule, ‐  1.1words and expressions defined in the exchange
agreement ("the Agreement") to which this is Annexure B
will bear the same meaning in this Annexure B as those assigned to
them in the Agreement; and  1.2if any inconsistency is revealed between the
Agreement and this Disclosure Schedule, this Disclosure Schedule will prevail
and will be deemed to be the relevant disclosure.  2EFFECT OF DISCLOSURES  2.1This Disclosure Schedule makes disclosures for
the purposes of limiting the scope and effect of the Warranties given by DRD in
the Agreement.  2.2DRD will not be, or be deemed to be, in breach
of any Warranty to the extent that a fact, information, matter or thing is
fairly disclosed (with sufficient details to enable Sibanye to determine the
nature and extent of the limitation and qualification) in this Disclosure
Schedule, and Sibanye acknowledges and agrees that it will not have a claim in
respect of any such fact, information, matter or thing and DRD will have no
liability of any nature whatsoever or howsoever arising to Sibanye, in respect
thereof or arising from, or out of, that fact, information, matter or thing.  2.3All disclosures are made generally in relation
to the Warranties and are not to be related to any particular Warranty. 
References in this Disclosure Schedule to clauses, particular paragraphs or
provisions of the Agreement or any Annexure to the Agreement, or to any other
documents, are inserted for convenience only and the disclosures made in this
Disclosure Schedule, whether made generally or by reference to a particular
clause, paragraph or provision, are disclosures made for the purposes of all
the Warranties given by DRD in the Agreement, which are qualified accordingly.
Accordingly, each disclosure contained in this Disclosure Schedule must be
taken as referring to each and every clause, paragraph or provision of the
Agreement and any Annexures to the Agreement to which it can relate. Sibanye will
not be entitled to claim that any fact, information, matter or thing has not
been disclosed to it by reason of the relevant disclosure not being
specifically related 31


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 in
this Disclosure Schedule to any particular clause, paragraph or provision of
the Agreement or any Annexures to the Agreement.  2.4The disclosure of any matter or document shall
not imply any representation or warranty not expressly given in the Agreement,
nor will it be taken to contain any representation or implication by DRD as to
the materiality of the disclosure and the context of any particular Warranty.  3GENERAL DISCLOSURES  The following will be deemed to be
disclosures made in this Disclosure Schedule ‐  3.1all matters that would be disclosed by a search
in relation to the Company at the Companies and Intellectual Property
Commission in South Africa on the date that is five Business Days before the
Signature Date;  3.2all matters that are fairly disclosed in the
documents disclosed by DRD to Sibanye or its advisers for the purposes of
Sibanye's due diligence investigation and the data disk provided by DRD to
Sibanye on the Signature Date, a copy of which has been lodged with Werksmans
for the purposes of identification;  3.3all matters that are fairly disclosed in the
information (i) filed as a matter of public record under the rules of any
stock exchange on which the DRD Shares are listed, or (ii) published on
the websitewww.drdgold.com, in each case as at
the Signature Date.  32


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