DRDGOLD LTD — Annual Report 2022

Apr 12, 2023

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 2054 9

FORM20-F/A

(Amendment No. 2)

☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR ☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year

endedJune 30, 2022

OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 1934

Commission file number0-28800

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)

Constantia Office Park Cnr 14th Avenue and Hendrik Potgieter Road Cycad House, Building 17, Ground FloorWeltevreden Park1709,

South Africa (Address of principal executive offices)

Riaan Davel, Chief Financial Officer, Tel. no. +2711470 2600, Emailriaan.davel@drdgold.com Mpho Mashatola, Group Financial Manager Tel. no. +27 11 470 2600, Email mpho.mashatola@drdgold.com (Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act

Title of each class:Trading symbolName of each exchange on which registered: Ordinary shares (traded in the form of American DepositaryDRDTheNew York Stock Exchange, Inc.
Shares, each American Depositary Share representing ten underlying ordinary shares.)

Securities registered or to be registered pursuant to Section 12(g) of the ActNone

Securities for which there is a reporting obligation pursuant to Section 15(d) of the ActNone

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.864,588,711ordinary shares of no par value outstanding as of June 30, 2022.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes☐No☑

If this report is an annual report or transition report, indicate by check mark if the registrant is not required to file reports pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 Yes☐No☑

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☑No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☑No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☐Accelerated filer☑Non-accelerated filer☐Emerging growth company☐

If any emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act☐

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the

effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☑

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing. U.S. GAAP☐International Financial Reporting Standards as issued by theInternational Accounting Standards Board☑Other☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the
registrant has elected to follow. Item 17☐Item 18☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes☐No☑

Auditor Name:KPMG Inc.Auditor location:Johannesburg, South AfricaAuditor Firm ID:1025

EXPLANATORY STATEMENT

This Amendment No. 2 (the “Amendment”) to the Annual Report on Form 20-F for the fiscal year ended June 30, 2022, filed with the Securities and Exchange Commission (the “Commission”) on October 28, 2022, as amended by Amendment No. 1 to such report filed with the Commission on November 8, 2022 (the "2022 Form 20-F"), is being filed solely for the purpose of amending Exhibit 96.1 “Technical Report Summary and Certification from Qualified person – FWGR” to reflect comments received from the staff of the Commission.

In connection with the filing of this Amendment, the Company is including certifications of the Company’s Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C.1350) as no financial statements are being filed with this Amendment.

Other than as expressly set forth above, this Amendment does not, and does not purport to, amend, update or restate the information in the 2022 Form 20-F, or reflect any events that have occurred since the 2022 Form 20-F was originally filed.

ITEM 19 . EXHIBITS

12.1Certification pursuant to Section 302 of the Sarbanes Oxley Act of 2002 12.2Certification pursuant to Section 302 of the Sarbanes Oxley Act of 2002 96.1Technical Report Summary and Certification from Qualified person – FWGR

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

DRDGOLD LIMITED

By:/s/ D.J. Pretorius D.J. Pretorius Chief Executive Officer

By:/s/ A.J. Davel A.J. Davel Chief Financial Officer

Date: November 8, 2022