DRDGOLD LTD — Annual Report 2005

Apr 1, 2005

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 20-F/A (Amendment No. 2) o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2004 Commission file number 0-28800 DRDGOLD LIMITED (Exact name of Registrant as specified in its charter and translation of Registrant's name into English) REPUBLIC OF SOUTH AFRICA (Jurisdiction of incorporation or organization) 45 EMPIRE ROAD, PARKTOWN, JOHANNESBURG, SOUTH AFRICA, 2193 (Address of principal executive offices) Securities registered or to be registered pursuant to Section 12(b) of the Act None Securities registered or to be registered pursuant to Section 12(g) of the Act. None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report. As of June 30, 2004, the Registrant had outstanding 233,307,667 ordinary shares, of no par value. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o Indicate by check mark which financial statement item the registrant has elected to follow. Item 17 o Item 18 x EXPLANATORY NOTE DRDGOLD Limited (the "Company") is filing this Amendment No. 2 on Form 20-F/A ("Amendment No. 2") to its Annual Report on Form 20-F for the fiscal year ended June 30, 2004, which was originally filed with the Securities and Exchange Commission (the "Commission") on November 29, 2004 and amended on December 3, 2004 (the "Form 20-F") solely to add a third paragraph to Item 9C. "Markets," disclosing that the Nasdaq Stock Market, Inc. ("Nasdaq") has granted the Company an exemption from the Nasdaq's quorum requirements for shareholder meetings. Accordingly, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934 (the "Exchange Act"), this Amendment No. 2 contains the complete text of Item 9C, as amended, as well as currently dated certifications pursuant to Section 302 of the Sarbanes-Oxley Act. The remainder of the Form 20-F is unchanged and is not reproduced in this Amendment No. 2. This Amendment No. 2 does not reflect any events occurring after December 3, 2004, the filing date of Amendment No.1 to the Form 20-F, which include events described in the Company's current reports on Form 6-K filed after the original filing date, including the Forms 6-K filed on February 15, March 8 and March 22, 2005. No other information included in the Form 20-F, including the Company's financial statements and the footnotes thereto, has been modified or updated. This Amendment should be read together with other documents that the Company has filed with the Commission subsequent to December 3, 2004. ITEM 9C. MARKETS Nature of Trading Markets The principal trading market for our equity securities is the JSE and the Australian Stock Exchange, or ASX, and our ADSs that trade on the Nasdaq SmallCap Market in the form of ADRs under the symbol "DROOY." Our ordinary shares trade on the JSE under the symbol "DUR." Our ordinary shares also trade on the LSE (symbol: DBNR), the Marche Libre on the Paris Bourse (symbol: DUR), Brussels Bourse (symbol: DUR) in the form of International Depository Receipts, Port Moresby Stock Exchange (symbol: DUR) and ASX (symbol: DRD). 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. Each ADS represents one of our ordinary shares. Prior to February 2001, our ADSs traded on the Nasdaq National Market. Nasdaq Exemptions 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 quorum requirements for shareholder meetings Nasdaq's Marketplace Rule 4350(f) states that the minimum quorum for any meeting of holders of an issuer'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, the Company's articles of association only require a quorum of three members. As a result, and in connection with the listing of the Company's ADSs on the Nasdaq National Market in July 1996, the Company requested, and in October 1996 Nasdaq granted, an exemption from compliance with the Rule 4350(f) quorum requirement. 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) DRDGOLD (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 4, 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 Wesgold Mining (Proprietary) Limited, DRDGOLD Limited and Rand Leases in respect of purchase of assets of First Wesgold 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. 4.24 (5) Independent Auditor's Report from PricewaterhouseCoopers to the Board of Directors and Shareholders of Crown Consolidated Gold Recoveries Limited, dated August 28, 2000. 4.25 (5) Shareholders' Agreement, dated September 29, 2000, between DRDGOLD Limited, Fraser Alexander Tailings (Proprietary) Limited and Mine Waste Solutions (Proprietary) Limited. 4.26 (5) First Addendum to the Agreement, dated November 15, 2000, between DRDGOLD Limited and Western Areas Limited. 4.27 (5) Second Addendum to the Agreement, dated December 21, 2000, between DRDGOLD Limited and Western Areas Limited. 4.28 (6) Agreement between DRDGOLD Limited, Western Areas, Limited, Consolidated African Mines Limited and JCI Gold Limited, dated April 25, 2001. 4.29 (6) Addendum to the Agreement between DRDGOLD Limited, Western Areas Limited, Consolidated African Mines Limited and JCI Gold Limited, dated August 31, 2001. 4.30 (6) Addendum to the Agreement between DRDGOLD Limited, Western Areas Limited, Consolidated African Mines Limited and JCI Gold Limited, dated September 26, 2001. 4.31 (6) Guarantee and Cession in Securitatem Debiti Agreement between DRDGOLD Limited andS Investec Bank Limited, dated October 9, 2001. 4.32 (6) Second Deed of Variation of Loan Agreement between Tolukuma Gold Mines Limited, Dome Resources NL and Mineral Resources Development Company Limited, dated June 28, 2001. 4.33 (6) Principal Terms and Conditions for Waiving Right to Declare Default and Enforce Security Deed under 1993 Purchase Agreement between Newmont Second Capital Corporation, Tolukuma Gold Mines (Pty.) Limited, Dome Resources (PNG) Pty. Limited, Dome Resources NL and DRDGOLD Limited, dated July 16, 2001. 4.34 (6) Loan Agreement between Bank of South Pacific Limited and Tolukuma Gold Mines Limited, dated November 8, 2001. 4.35 (7) Master Finance Lease between Volvo Truck Finance Australia (Pty) Ltd and Dome Resources N.L., dated October 31, 2000. 4.36 (7) Agreement between DRDGOLD Limited and Rand Refinery Ltd, dated October 12, 2001. 4.37 (7) Share Purchase Agreement between Crown Consolidated Gold Recoveries Ltd, The Industrial Development Corporation of South Africa Ltd, Khumo Bathong Holdings (Pty) Ltd and DRDGOLD Limited, dated June 12, 2002. 4.38 (7) Shareholder's Agreement between The Industrial Development Corporation of South Africa Limited, Khumo Bathong Holdings (Pty) Ltd, Crown Consolidated Gold Recoveries Ltd, Crown Gold Recoveries (Pty) Ltd. and DRDGOLD Limited, dated June 12, 2002. 4.39 (7) Addendum to Shareholder's Agreement between The Industrial Development Corporation of South Africa Limited, Khumo Bathong Holdings (Pty) Ltd, Crown Consolidated Gold Recoveries Ltd, Crown Gold Recoveries (Pty) Ltd. and DRDGOLD Limited, dated June 14, 2002. 4.40 (7) Subscription Agreement between Khumo Bathong Holdings (Pty) Limited and DRDGOLD Limited, dated June 12, 2002. 4.41 (7) Loan Agreement between DRDGOLD Limited and Khumo Bathong Holdings (Pty) Ltd, dated June 12, 2002. 4.42 (7) Memorandum of Loan Agreement No. 1 between DRDGOLD and Crown Gold Recoveries (Pty) Ltd, dated June 12, 2002. 4.43 (7) Memorandum of Loan Agreement No. 2 between DRDGOLD Limited and Crown Gold Recoveries (Pty) Ltd, dated June 12, 2002. 4.44 (7) Memorandum of Loan Agreement No. 3 between Crown Consolidated Gold Recoveries Ltd and Crown Gold Recoveries (Pty) Ltd, dated June 12, 2002. 4.45 (7) Loan Agreement between Industrial Development Corporation of South Africa Ltd. and Blyvooruitzicht Gold Mining Company Ltd, dated July 18, 2002. 4.46 (7) Agreement of Loan and Pledge between DRDGOLD Limited and East Rand Proprietary Mines Ltd, dated September 18, 2002. 4.47 (7) Management Services Agreement between DRDGOLD Limited, Khumo Bathong Holdings (Pty) Ltd and Crown Gold Recoveries (Pty)Ltd, dated October 1, 2002. 4.48 (7) Agreement amongst DRDGOLD Limited, West Witwatersrand Gold Mines Limited and Bophelo Trading (Pty) Ltd, dated October 1, 2002. 4.49 (7) Letter Agreement between DRDGOLD Limited and The Standard Bank of South Africa, represented by its Standard Corporate and Merchant Bank Division, dated October 7, 2002. 4.50 (7) Memorandum of Agreement between Daun Et Cie A.G., Courthiel Holdings (Pty) Ltd, Khumo Bathong Holdings (Pty) Ltd, Claas Edmond Daun, Paul Cornelis Thomas Schouten, Moltin Paseka Ncholo, Michelle Patience Baird, Derek Sean Webbstock, as sellers, and Crown Gold Recoveries (Pty) Ltd, as purchaser, dated October 10, 2002. 4.51 (7) Memorandum of Loan Agreement between DRDGOLD Limited and Crown Gold Recoveries (Pty) Ltd, dated October 10, 2002. 4.52 (7) Letter Agreement Relating to Consultancy Arrangement between DRDGOLD Limited and Nicolas Goodwin. 4.53 (7) Management Services Agreement between DRDGOLD Limited and East Rand Proprietary Mines Ltd, dated October 10, 2002. 4.54 (7) Agreement for sale of shares in Emperor Mines Limited, between DRD (Isle of Man) Limited and Kola Ventures Limited, dated December 13, 2002. 4.55 (8) Confirmation, dated August 14, 2003, between DRDGOLD Limited and Investec Bank (Mauritius) Limited. 4.56 (8) Amendment to Confirmation, dated September 4, 2003, between DRDGOLD Limited and Investec Bank (Mauritius) Limited. 4.57 (9) Deed of Amalgamation for the Corporate Restructuring of Orogen Minerals (Porgera) Limited, Mineral Resources Porgera Limited and Dome Resources (PNG) Limited, dated October 14, 2003. 4.58 (9) Undertaking, between Oil Search Limited and DRD (Isle of Man) Limited, dated October 14, 2003. 4.59 (9) Loan Assignment Agreement between Orogen Minerals Limited, DRD (Isle of Man) and Orogen Minerals (Porgera) Limited, dated October 14, 2003. 4.60 (9) Agreement between Orogen Minerals Limited and DRD (Isle of Man) Limited, dated October 14, 2003. 4.61 (9) Loan Assignment Agreement, between Dome Resources (PNG) Limited, Dome Resources Pty Limited, DRD (Isle of Man) Limited and Tolukuma Gold Mines Limited, dated November 21, 2003. 4.62 (9) Memorandum of Agreement made and entered into between DRDGOLD Limited, West Witwatersrand Gold Mines Limited, Mogale Gold (Proprietary) Limited and Luipaards Vlei Estates (Proprietary) Limited dated June 6, 2003. 4.63 (10) Porgera Joint Venture Operating Agreement between Placer (P.N.G.) Pty Limited and Highlands Gold Properties Pty. Limited and PGC (Papua New Guinea) Pty Limited, dated November 2, 1988. 4.64 (10) Agreement of Employment between DRDGOLD Limited and Mr. D.J.M. Blackmur, dated as of October 21, 2003. 4.65 (10) Banking facilities Agreement made and entered between DRDGOLD Limited and Standard Bank of South Africa, Limited, dated November 14, 2003. 4.66 (10) Agreement of Employment between DRDGOLD Limited and Mr. M.M. Wellesley-Wood, dated as of December 1, 2003. 4.67 (10) Service Agreement between DRD (Isle of Man) Limited and Mr. M.M. Wellesley-Wood, dated as of December 1, 2003. 4.68 (10) Agreement of Employment between DRDGOLD Limited and Mr. I.L. Murray, dated as of December 1, 2003. 4.69 (10) Service Agreement between DRD (Isle of Man) Limited and Mr. I.L. Murray, dated as of December 1, 2003. 4.70 (10) Subscription and Option Agreement made and entered between DRD (Isle of Man) Limited, Net-Gold Services Limited and G.M. Network Limited, dated January 26, 2004. 4.71 (10) Forward Bullion Transaction Agreements made and entered between DRDGOLD Limited and Investec Bank Limited, dated February 4, 2004, February 6, 2004, February 11, 2004 and February 12, 2004. 4.72 (10) Loan Agreement made and entered between DRDGOLD Limited and Investec Bank Limited, dated June 24, 2004. 4.73 (10) Termination Agreement made and entered between DRDGOLD Limited, Eskom Holdings Limited and Investec Bank Limited, dated June 24, 2004. 4.74 (10) Novation Agreement made and entered between J Aron & Company, Eskom Holdings Limited and Investec Bank Limited, dated June 24, 2004. 4.75 (10) Memorandum of Understanding made and entered between Buffelsfontein Gold Mines Limited, Buffels Division and The National Union of Mineworkers, The United Association of South Africa, The Mine Workers Union (Solidarity) and The South African Electrical Workers Association regarding retrenchments associated with Number 9, 10 and 12 Shafts of Buffelsfontein Division, dated August 6, 2004. 4.76 (10) CCMA Settlement Agreement made and entered between Blyvooruitzicht Gold Mining Company Limited and The United Association of South Africa, South African Equity Workers' Association, Solidarity and The National Union of Mineworkers regarding the retrenchment of up to 2,000 employees of the Blyvooruitzicht Gold Mining Company, dated September 2, 2004. 4.77 (10) Loan Agreement made and entered between DRDGOLD Limited and Investec Bank Limited, dated September 15, 2004. 4.78 (10) Subscription Agreement made and entered between DRD (Isle of Man) Limited and DRDGOLD Limited, dated September 21, 2004. 4.79 (10) Common Terms Agreement of Loan made and entered between DRD (Isle of Man) Limited and Investec Bank (Mauritius) Limited, dated October 14, 2004. 4.80 (10) Facility A Loan Agreement made and entered between DRD (Isle of Man) Limited and Investec Bank (Mauritius) Limited, dated October 14, 2004. 8.1 (10) List of Subsidiaries. 12.1 # Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 12.2 # Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 12.3 ## Certification pursuant to Section 302 of the Sarbanes-Oxley Act with respect to Amendment No. 2 to the Form 20-F. 12.4 ## Certification pursuant to Section 302 of the Sarbanes-Oxley Act with respect to Amendment No. 2 to the Form 20-F. 13.1 # Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 13.2 # Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 14.1 # Consent of KPMG Inc. 14.2 # Consent of Deloitte & Touche. 15.1 (10) Crown Gold Recoveries (Pty) Limited Consolidated Financial Statements for the years ended June 30, 2004 and 2003. (1) Incorporated by reference to our Registration Statement (File No. 0-28800) on Form 20-F. (2) Incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended June 30, 1997. (3) Incorporated by reference to our Registration Statement (File No. 333-9242) on Form F-6. (4) Incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended June 30, 1999. (5) Incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended June 30, 2000. (6) Incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended June 30, 2001. (7) Incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended June 30, 2002. (8) Incorporated by reference to Amendment No. 4 our Annual Report on Form 20-F for the fiscal year ended June 30, 2002. (9) Incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended June 30, 2003. (10) Incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended June 30, 2004. # Previously filed on December 3, 2004, with Amendment No. 1 of our Annual Report on Form 20-F for the fiscal year ended June 30, 2004. ## Filed herewith. SIGNATURES The registrant hereby certifies that it meets all of the requirements for filing on this Amendment No. 2 to 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/ M.M. Wellesley-Wood ------------------------------- M.M. Wellesley-Wood Chief Executive Officer By: /s/ I.L. Murray ------------------------------- I.L. Murray Chief Financial Officer Date: April 1, 2005 INDEX OF 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) DRDGOLD (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 4, 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 Wesgold Mining (Proprietary) Limited, DRDGOLD Limited and Rand Leases in respect of purchase of assets of First Wesgold 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. 4.24 (5) Independent Auditor's Report from PricewaterhouseCoopers to the Board of Directors and Shareholders of Crown Consolidated Gold Recoveries Limited, dated August 28, 2000. 4.25 (5) Shareholders' Agreement, dated September 29, 2000, between DRDGOLD Limited, Fraser Alexander Tailings (Proprietary) Limited and Mine Waste Solutions (Proprietary) Limited. 4.26 (5) First Addendum to the Agreement, dated November 15, 2000, between DRDGOLD Limited and Western Areas Limited. 4.27 (5) Second Addendum to the Agreement, dated December 21, 2000, between DRDGOLD Limited and Western Areas Limited. 4.28 (6) Agreement between DRDGOLD Limited, Western Areas, Limited, Consolidated African Mines Limited and JCI Gold Limited, dated April 25, 2001. 4.29 (6) Addendum to the Agreement between DRDGOLD Limited, Western Areas Limited, Consolidated African Mines Limited and JCI Gold Limited, dated August 31, 2001. 4.30 (6) Addendum to the Agreement between DRDGOLD Limited, Western Areas Limited, Consolidated African Mines Limited and JCI Gold Limited, dated September 26, 2001. 4.31 (6) Guarantee and Cession in Securitatem Debiti Agreement between DRDGOLD Limited andS Investec Bank Limited, dated October 9, 2001. 4.32 (6) Second Deed of Variation of Loan Agreement between Tolukuma Gold Mines Limited, Dome Resources NL and Mineral Resources Development Company Limited, dated June 28, 2001. 4.33 (6) Principal Terms and Conditions for Waiving Right to Declare Default and Enforce Security Deed under 1993 Purchase Agreement between Newmont Second Capital Corporation, Tolukuma Gold Mines (Pty.) Limited, Dome Resources (PNG) Pty. Limited, Dome Resources NL and DRDGOLD Limited, dated July 16, 2001. 4.34 (6) Loan Agreement between Bank of South Pacific Limited and Tolukuma Gold Mines Limited, dated November 8, 2001. 4.35 (7) Master Finance Lease between Volvo Truck Finance Australia (Pty) Ltd and Dome Resources N.L., dated October 31, 2000. 4.36 (7) Agreement between DRDGOLD Limited and Rand Refinery Ltd, dated October 12, 2001. 4.37 (7) Share Purchase Agreement between Crown Consolidated Gold Recoveries Ltd, The Industrial Development Corporation of South Africa Ltd, Khumo Bathong Holdings (Pty) Ltd and DRDGOLD Limited, dated June 12, 2002. 4.38 (7) Shareholder's Agreement between The Industrial Development Corporation of South Africa Limited, Khumo Bathong Holdings (Pty) Ltd, Crown Consolidated Gold Recoveries Ltd, Crown Gold Recoveries (Pty) Ltd. and DRDGOLD Limited, dated June 12, 2002. 4.39 (7) Addendum to Shareholder's Agreement between The Industrial Development Corporation of South Africa Limited, Khumo Bathong Holdings (Pty) Ltd, Crown Consolidated Gold Recoveries Ltd, Crown Gold Recoveries (Pty) Ltd. and DRDGOLD Limited, dated June 14, 2002. 4.40 (7) Subscription Agreement between Khumo Bathong Holdings (Pty) Limited and DRDGOLD Limited, dated June 12, 2002. 4.41 (7) Loan Agreement between DRDGOLD Limited and Khumo Bathong Holdings (Pty) Ltd, dated June 12, 2002. 4.42 (7) Memorandum of Loan Agreement No. 1 between DRDGOLD and Crown Gold Recoveries (Pty) Ltd, dated June 12, 2002. 4.43 (7) Memorandum of Loan Agreement No. 2 between DRDGOLD Limited and Crown Gold Recoveries (Pty) Ltd, dated June 12, 2002. 4.44 (7) Memorandum of Loan Agreement No. 3 between Crown Consolidated Gold Recoveries Ltd and Crown Gold Recoveries (Pty) Ltd, dated June 12, 2002. 4.45 (7) Loan Agreement between Industrial Development Corporation of South Africa Ltd. and Blyvooruitzicht Gold Mining Company Ltd, dated July 18, 2002. 4.46 (7) Agreement of Loan and Pledge between DRDGOLD Limited and East Rand Proprietary Mines Ltd, dated September 18, 2002. 4.47 (7) Management Services Agreement between DRDGOLD Limited, Khumo Bathong Holdings (Pty) Ltd and Crown Gold Recoveries (Pty)Ltd, dated October 1, 2002. 4.48 (7) Agreement amongst DRDGOLD Limited, West Witwatersrand Gold Mines Limited and Bophelo Trading (Pty) Ltd, dated October 1, 2002. 4.49 (7) Letter Agreement between DRDGOLD Limited and The Standard Bank of South Africa, represented by its Standard Corporate and Merchant Bank Division, dated October 7, 2002. 4.50 (7) Memorandum of Agreement between Daun Et Cie A.G., Courthiel Holdings (Pty) Ltd, Khumo Bathong Holdings (Pty) Ltd, Claas Edmond Daun, Paul Cornelis Thomas Schouten, Moltin Paseka Ncholo, Michelle Patience Baird, Derek Sean Webbstock, as sellers, and Crown Gold Recoveries (Pty) Ltd, as purchaser, dated October 10, 2002. 4.51 (7) Memorandum of Loan Agreement between DRDGOLD Limited and Crown Gold Recoveries (Pty) Ltd, dated October 10, 2002. 4.52 (7) Letter Agreement Relating to Consultancy Arrangement between DRDGOLD Limited and Nicolas Goodwin. 4.53 (7) Management Services Agreement between DRDGOLD Limited and East Rand Proprietary Mines Ltd, dated October 10, 2002. 4.54 (7) Agreement for sale of shares in Emperor Mines Limited, between DRD (Isle of Man) Limited and Kola Ventures Limited, dated December 13, 2002. 4.55 (8) Confirmation, dated August 14, 2003, between DRDGOLD Limited and Investec Bank (Mauritius) Limited. 4.56 (8) Amendment to Confirmation, dated September 4, 2003, between DRDGOLD Limited and Investec Bank (Mauritius) Limited. 4.57 (9) Deed of Amalgamation for the Corporate Restructuring of Orogen Minerals (Porgera) Limited, Mineral Resources Porgera Limited and Dome Resources (PNG) Limited, dated October 14, 2003. 4.58 (9) Undertaking, between Oil Search Limited and DRD (Isle of Man) Limited, dated October 14, 2003. 4.59 (9) Loan Assignment Agreement between Orogen Minerals Limited, DRD (Isle of Man) and Orogen Minerals (Porgera) Limited, dated October 14, 2003. 4.60 (9) Agreement between Orogen Minerals Limited and DRD (Isle of Man) Limited, dated October 14, 2003. 4.61 (9) Loan Assignment Agreement, between Dome Resources (PNG) Limited, Dome Resources Pty Limited, DRD (Isle of Man) Limited and Tolukuma Gold Mines Limited, dated November 21, 2003. 4.62 (9) Memorandum of Agreement made and entered into between DRDGOLD Limited, West Witwatersrand Gold Mines Limited, Mogale Gold (Proprietary) Limited and Luipaards Vlei Estates (Proprietary) Limited dated June 6, 2003. 4.63 (10) Porgera Joint Venture Operating Agreement between Placer (P.N.G.) Pty Limited and Highlands Gold Properties Pty. Limited and PGC (Papua New Guinea) Pty Limited, dated November 2, 1988. 4.64 (10) Agreement of Employment between DRDGOLD Limited and Mr. D.J.M. Blackmur, dated as of October 21, 2003. 4.65 (10) Banking facilities Agreement made and entered between DRDGOLD Limited and Standard Bank of South Africa, Limited, dated November 14, 2003. 4.66 (10) Agreement of Employment between DRDGOLD Limited and Mr. M.M. Wellesley-Wood, dated as of December 1, 2003. 4.67 (10) Service Agreement between DRD (Isle of Man) Limited and Mr. M.M. Wellesley-Wood, dated as of December 1, 2003. 4.68 (10) Agreement of Employment between DRDGOLD Limited and Mr. I.L. Murray, dated as of December 1, 2003. 4.69 (10) Service Agreement between DRD (Isle of Man) Limited and Mr. I.L. Murray, dated as of December 1, 2003. 4.70 (10) Subscription and Option Agreement made and entered between DRD (Isle of Man) Limited, Net-Gold Services Limited and G.M. Network Limited, dated January 26, 2004. 4.71 (10) Forward Bullion Transaction Agreements made and entered between DRDGOLD Limited and Investec Bank Limited, dated February 4, 2004, February 6, 2004, February 11, 2004 and February 12, 2004. 4.72 (10) Loan Agreement made and entered between DRDGOLD Limited and Investec Bank Limited, dated June 24, 2004. 4.73 (10) Termination Agreement made and entered between DRDGOLD Limited, Eskom Holdings Limited and Investec Bank Limited, dated June 24, 2004. 4.74 (10) Novation Agreement made and entered between J Aron & Company, Eskom Holdings Limited and Investec Bank Limited, dated June 24, 2004. 4.75 (10) Memorandum of Understanding made and entered between Buffelsfontein Gold Mines Limited, Buffels Division and The National Union of Mineworkers, The United Association of South Africa, The Mine Workers Union (Solidarity) and The South African Electrical Workers Association regarding retrenchments associated with Number 9, 10 and 12 Shafts of Buffelsfontein Division, dated August 6, 2004. 4.76 (10) CCMA Settlement Agreement made and entered between Blyvooruitzicht Gold Mining Company Limited and The United Association of South Africa, South African Equity Workers' Association, Solidarity and The National Union of Mineworkers regarding the retrenchment of up to 2,000 employees of the Blyvooruitzicht Gold Mining Company, dated September 2, 2004. 4.77 (10) Loan Agreement made and entered between DRDGOLD Limited and Investec Bank Limited, dated September 15, 2004. 4.78 (10) Subscription Agreement made and entered between DRD (Isle of Man) Limited and DRDGOLD Limited, dated September 21, 2004. 4.79 (10) Common Terms Agreement of Loan made and entered between DRD (Isle of Man) Limited and Investec Bank (Mauritius) Limited, dated October 14, 2004. 4.80 (10) Facility A Loan Agreement made and entered between DRD (Isle of Man) Limited and Investec Bank (Mauritius) Limited, dated October 14, 2004. 8.1 (10) List of Subsidiaries. 12.1 # Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 12.2 # Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 12.3 ## Certification pursuant to Section 302 of the Sarbanes-Oxley Act with respect to Amendment No. 2 to the Form 20-F. 12.4 ## Certification pursuant to Section 302 of the Sarbanes-Oxley Act with respect to Amendment No. 2 to the Form 20-F. 13.1 # Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 13.2 # Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 14.1 # Consent of KPMG Inc. 14.2 # Consent of Deloitte & Touche. 15.1 (10) Crown Gold Recoveries (Pty) Limited Consolidated Financial Statements for the years ended June 30, 2004 and 2003. (1) Incorporated by reference to our Registration Statement (File No. 0-28800) on Form 20-F. (2) Incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended June 30, 1997. (3) Incorporated by reference to our Registration Statement (File No. 333-9242) on Form F-6. (4) Incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended June 30, 1999. (5) Incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended June 30, 2000. (6) Incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended June 30, 2001. (7) Incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended June 30, 2002. (8) Incorporated by reference to Amendment No. 4 our Annual Report on Form 20-F for the fiscal year ended June 30, 2002. (9) Incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended June 30, 2003. (10) Incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended June 30, 2004. # Previously filed on December 3, 2004, with Amendment No. 1 of our Annual Report on Form 20-F for the fiscal year ended June 30, 2004. ## Filed herewith.