DRD: DRDGOLD LIMITED - TRP Ruling on the Waiver of the Mandatory Offer

6 April 2018

DRD: DRDGOLD LIMITED - TRP Ruling on the Waiver of the Mandatory Offer

DRD: DRDGOLD LIMITED - TRP Ruling on the Waiver of the Mandatory Offer
TRP Ruling on the Waiver of the Mandatory Offer

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

TRP RULING ON THE WAIVER OF THE MANDATORY OFFER

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

1.   Introduction

     Shareholders are referred to the announcement published on SENS on Wednesday,
     28 March 2018, wherein Shareholders were advised of the results of the General Meeting in
     relation to the Transaction.

     Shareholders were advised that the Ordinary Resolution approving the Waiver of Mandatory
     Offer was approved by the requisite majority and that an application would be made to the TRP
     to obtain a ruling with regard to the Waiver.

2.   TRP Ruling on the Waiver

     Shareholders are advised that following the submission of an application for an exemption from
     the obligation of Sibanye-Stillwater to make a mandatory offer to the holders of the remaining
     DRDGOLD shareholders in terms of the TRP´s Guideline 2/2011 ('TRP Waiver Ruling'), the
     TRP has granted the TRP Waiver Ruling.

     The reasons for the granting of the TRP Waiver Ruling are available from the TRP on request by
     any DRDGOLD shareholder. Shareholders are further advised that they may request the
     Takeover Special Committee to review the TRP Waiver Ruling within five business days of this
     announcement. Representations should be made in writing and delivered to:

     -   by hand: The Executive Director, Takeover Regulation Panel, 1st Floor, Block 2, Freestone
         Park, 135 Patricia Road, Atholl, 2196.

     -   by post: The Executive Director, Takeover Regulation Panel, 1st Floor, Block 2, Freestone
         Park, 135 Patricia Road, Atholl, 2196.

     -   by fax: The Executive Director, Takeover Regulation Panel, +27 11 784 0062.

     -   by email: The Executive Director, Takeover Regulation Panel, at admin@trpanel.co.za.

     In order to be considered, the representations should reach the TRP by no later than the close of
     business on Friday, 13 April 2018. The TRP waiver proceedings will be regarded as complete (i)
     after the expiry of the aforesaid five business day period if no Shareholder/s requests the
     Takeover Special Committee to review the TRP Waiver Ruling or (ii) on the date that the
     Takeover Special Committee confirms the TRP Waiver Ruling if Shareholder/s requests the
     Takeover Special Committee to review the TRP Waiver Ruling.

3.   Update regarding the Transaction

     The implementation of the Acquisition and the Specific Issue remains subject to the fulfilment or
     waiver of the remaining Acquisition Conditions and Specific Issue Conditions, respectively. The
     Acquisition Conditions are anticipated to be fulfilled or waived during the second quarter of 2018.

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



Johannesburg
6 April 2018

Sponsor
One Capital

Date: 06/04/2018 11:20:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.