DRDGOLD Limited (DRD) 20-F 2007 FY Annual report (foreign)

EXHIBIT 4.112

CLASS B PREFERENCE SHARE SUBSCRIPTION

AGREEMENT

between

DRDGOLD LIMITED

and

KHUMO GOLD SPV (PROPRIETARY) LIMITED

TABLE OF CONTENTS

1      INTERPRETATION...............................................................                3
2      RECORDALS ........................................................................10
3      SUSPENSIVE CONDITIONS ................................................ 10

4

SUBSCRIPTION, ALLOTMENT AND ISSUE .......................

12

5

RIGHTS, PRIVILEGES AND RESTRICTIONS ATTACHING TO

THE SUBSCRIPTION SHARES.....................................................

13

6 BREACH ................................................................................

13

7 GENERALWARRANTIES...................................................... 14

8     CO-OPERATION....................................................................              14
9     PUBLICITY ...........................................................................14
10   DISPUTE RESOLUTION .......................................................15

11 BENEFIT OF THE AGREEMENT ..........................................

16

12 NOTICESANDDOMICILIA

....................................................

17

13 GENERAL ..............................................................................

18

14 APPLICABLE LAW AND JURISDICTION ...........................

19

15 COSTS ....................................................................................

19

16 SIGNATURE ..........................................................................

20

ANNEXES

ANNEXE "A" RIGHTS, PRIVILEGES AND RESTRICTIONS OF THE CLASS B
CUMULATIVE PARTICIPATING COMPULSORILY REDEEMABLE PREFERENCE SHARES

WHEREBY THE PARTIES AGREE AS FOLLOWS -

1 INTERPRETATION

1.1

In this Agreement -

1.1.1

clause headings are for convenience only and are not to be used in its

interpretation;

1.1.2

an expression which denotes -

1.1.2.1

any gender includes the other genders;

1.1.2.2

a natural person includes a juristic person and vice versa; and

1.1.2.3

the singular includes the plural and vice versa.

1.2

In this Agreement, unless the context clearly indicates a contrary intention,

the following words and expressions shall bear the meanings assigned to them

below and cognate words and expressions shall bear corresponding meanings -

1.2.1

"Act" means the Companies Act, 1973;

1.2.2

"AFSA" means the Arbitration Foundation of Southern Africa;

1.2.3

"Agreement" means this Class B Preference Share Subscription

Agreement;

1.2.4

"Blyvoor" means Blyvooruitzicht Gold Mining Company Limited, registration

number 1937/009743/06, a limited liability public company duly incorporated

in the Republic of South Africa;

1.2.5 "Blyvoor Class B Pref Share" means a Class B cumulative participating

preference share in the share capital of Blyvoor with a par value of R1.00 (one

rand);

1.2.6   "Blyvoor Class B Pref Subscription Agreement" means the Class B Preference

Share Subscription Agreement entered into or to be entered into between the

Company and Blyvoor contemporaneously with the entering into of this Agreement,

and in terms of which the Khumo Gold will subscribe for the Blyvoor Class B Pref

Share at a subscription price of R1,279,500.00 (one million two hundred and

seventy nine thousand five hundred rand);

1.2.7

"Blyvoor Class C Pref S hare" means a Class C cu mula tiv e

participating preference share in the share capital of Blyvoor with a par value of

R1,00 (one rand);

1.2.8

"Blyvoor Class C Pref Subscription Agreement" means the Class C

Preference Share Subscription Agreement entered into or to be entered into

between the Trust and Blyvoor contemporaneously with the entering into of this

Agreement, and in terms of which the Trust will subscribe for the Blyvoor Class C

Pref Share at a subscription price of R1,535,400.00 (one million five hundred and

thirty five thousand four hundred rand);

1.2.9

"Class B Pref Shares" means a Class B cumulative participating compulsorily

redeemable preference shares in the share capital of the Company with a par

value of R1.00 (one rand) each, and having the rights, privileges and restrictions

contained in annexe "A";

1.2.10

"Closing Date" means the 1

st

(first) business day after the date upon which the

last of the Suspensive Conditions has been fulfilled or waived, as the case may be;

1.2.11

"Company" means Khumo Gold SPV (Proprietary) Limited, registration number

2005/029595/07, a limited liability private company duly incorporated in the

Republic of South Africa;

1.2.12

"Crown" means Crown Gold Recoveries (Proprietary) Limited, registration

number 1988/0055115/07, a limited liability private company duly incorporated

in the Republic of South Africa;

1.2.13

"Crown Class B Pref Share" means a Class B cumulative participating

preference share in the share capital of Crown with a par value of R1.00 (one

rand);

1.2.14

"Crown Class B Pref Subscription Agreement" means the Class B

Preference Share Subscription Agreement entered into or to be entered into

between the Company and Crown contemporaneously with the entering into of

this Agreement, and in terms of which the Company will subscribe for the

Crown Class B Pref Share at a subscription price of R909,500.00 (nine

hundred and nine thousand five hundred rand);

1.2.15

"Crown Class C Pref Share" means a Class C cumulative participating

preference share in the share capital of Crown with a par value of R1.00 (one

rand);

1.2.16

"Crown Class C Pref Subscription Agreement" means the Class C

Preference Share Subscription Agreement entered into or to be entered into

between the Trust and Crown contemporaneously with the entering into of this

Agreement, and in terms of which the Trust will subscribe for the Crown

Class C Pref Share at a subscription price of R1,091,400.00 (one million

ninety one thousand four hundred rand);

1.2.17

"DRDGOLD" means DRDGOLD Limited, registration number

1895/000926106, a limited liability public company duly incorporated in the

Republic of South Africa;

1.2.18

"DRDSA" means DRDGOLD South African Operations (Proprietary) Limited,

registration number 2005/033662/07, a limited liability private company duly

incorporated in the Republic of South Africa;

1.2.19

"ERPM" means East Rand Proprietary Mines Limited, registration number

1893/000773106, a limited liability public company duly incorporated in the

Republic of South Africa;

1.2.20

"ERPM Class B Pref Share" means a Class B cumulative participating

preference share in the share capital of ERPM with a par value of R1,00 (one

rand);

1.2.21

"ERPM Class B Pref Subscription Agreement" means the Class B Preference

Share Subscription Agreement entered into or to be entered into between the

Company and ERPM contemporaneously with the entering into of this

Agreement, and in terms of which the Company will subscribe for the ERPM

Class B Pref Share at a subscription price of R5,360,000.00 (five million three

hundred and sixty thousand rand);

1.2.22

"ERPM Class C Pref Share" means a Class C cumulative participating

preference share in the share capital of ERPM with a par value of R1.00 (one

rand);

1.2.23

"ERPM Class C Pref Subscription Agreement" means the Class C Preference

Share Subscription Agreement entered into or to be entered into between the

Trust and ERPM contemporaneously with the entering into of this Agreement,

and in terms of which the Trust will subscribe for the ERPM Class B Pref Share

at a subscription price of R6,432,000.00 (six million four hundred and thirty two

thousand rand);

1.2.24

"Nominated Attorneys" means Cliffe Dekker Incorporated, registration number

1998/018173/21, a firm of attorneys incorporated as a private company in the

Republic of South Africa in accordance with section 53(b) of the Act;

1.2.25

"Option Exercise Agreement" means the Option Exercise Agreement entered

into or to be entered into between the Company, the Trust and DRDGOLD

contemporaneously with the entering into of this Agreement, and in terms of

which —

1.2.25.1   the Company will acquire from DRDGOLD 50,000,000 (fifty million) ordinary

shares in the capital of DRDSA for an aggregate purchase consideration of

R4,300,000.00 (four million three hundred thousand rand); and

1.2.25.2   the Trust will acquire from DRDGOLD 60,000,000 (sixty million) ordinary

shares in the capital of DRDSA for an aggregate purchase consideration of

R5,070,000.00 (five million seventy thousand rand);

1.2.26

"Parties" means the parties to this Agreement;

1.2.27

"Signature Date" means the date of signature of this Agreement by the Party last

signing;

1.2.28

"Subscription Price" means the amount of 811,849,000.00 (eleven million eight

hundred and forty nine thousand rand);

1.2.29

"Subscription Shares" means 11,849 (eleven thousand eight hundred and forty

nine) Class B Pref Shares;

1.2.30

"Suspensive Conditions" means the suspensive conditions contained in clause

3.1;

1.2.31

"Transaction Documents" means —

1.2.31.1   this Agreement;

1.2.31.2   the Trust Loan Agreement;

1.2.31.3   the Blyvoor Class B Pref Subscription Agreement;

1.2.31.4   the Blyvoor Class C Pref Subscription Agreement;

1.2.31.5   the Crown Class B Pref Subscription Agreement;

1.2.31.6   the Crown Class C Pref Subscription Agreement;

1.2.31.7   the ERPM Class B Pref Subscription Agreement;

1.2.31.8   the ERPM Class C Pref Subscription Agreement;

1.2.31.9    the Option Exercise Agreement; and

1.2.31.10  any other agreements or documents included as Transaction Documents and

designated as such by agreement in writing between the Parties;

1.2.32

"Trust" means the DRDSA Empowerment Trust, an inter vivos trust

established by oral agreement between the Company, Masecheaba Palesa

Moletsane Ncholo and Mervin Percival Thulo Mogotsi on 07 September 2006; and

1.2.33

"Trust Loan Agreement" means the Loan Agreement entered into or to be

entered into between DRDGOLD and the Trust contemporaneously with the

entering into of this Agreement, and in terms of which DRDGOLD will lend

and advance to the Trust an amount of R14,128,800.00 (fourteen million

one hundred and twenty eight thousand eight hundred rand).

1.3

Any substantive provision, conferring rights or imposing obligations on a Party

and appearing in any of the definitions in this clause 1 or elsewhere in this Agreement,

shall be given effect to as if it were a substantive provision in the body of the

Agreement.

1.4

Words and expressions defined in any clause will, unless the application of any

such word or expression is specifically limited to that clause, bear the meaning

assigned to such word or expression throughout this Agreement.

1.5

Subject to the provisions of clauses 1.6 and 1.11, defined terms appearing in this

Agreement in title case will be given their meaning as defined, while the same

terms appearing in lower case will be interpreted in accordance with their plain

English meaning.

1.6

A reference to any statutory enactment will be construed as a reference to that

enactment as at the Signature Date and as amended or substituted from time to time.

1.7

Reference to "days" will be construed as calendar days unless qualified by the

word "business", in which instance a "business day" will be any day other than a

Saturday, Sunday or public holiday as gazetted by the government of the

Republic of South Africa from time to time. Any reference to "business hours"

shall be construed as being the hours between 08h30 and 17h00 on any business

day. Any reference to time shall be based upon Central African Time.

1.8      Unless specifically otherwise provided, any number of days prescribed will be

determined by excluding the first and including the last day or, where the last day falls

on a day that is not a business day, the next succeeding business day.

1.9

Where figures are referred to in numerals and in words, and there is any conflict

between the two, the words will prevail, unless the context indicates a contrary

intention.

1.10    No provision herein will be construed against or interpreted to the

disadvantage of a Party by reason of such Party having or being deemed to have

structured, drafted or introduced such provision.

1.11

In this Agreement the words "clause" or "clauses" refer to clauses of this

Agreement.

2 RECORDALS

2.1

DRDGOLD has agreed to subscribe for the Subscription Shares, on

condition that the Company applies the proceeds of the said subscription to —

2.1.1

pay the purchase consideration payable by it pursuant to the exercise of the

option to acquire from DRDGOLD 50,000,000 (fifty million) ordinary shares in the

capital of DRDSA for an aggregate purchase consideration of R4,300,000.00 (four

million three hundred thousand rand);

2.1.2

subscribe for the Blyvoor Class B Pref Share at a subscription price of

R1,279,500.00 (one million two hundred and seventy nine thousand five hundred

rand);

2.1.3

subscribe for the Crown Class B Pref Share at a subscription price of

R909,500.00 (nine hundred and nine thousand five hundred rand); and

2.1.4

subscribe for the ERPM Class B Pref Share at a subscription price of

R5,360,000.00 (five million three hundred and sixty thousand rand).

2.2

The Company has agreed to allot and issue to DRDGOLD, the

Subscription Shares upon the terms and conditions contained in this

Agreement.

2.3

The Parties wish to record in writing their agreement in respect of the

above and matters ancillary thereto.

3  SUSPENSIVE CONDITIONS

3.1

This Agreement, save for the provisions of clause 1, this clause 3, and clauses 6 to

16 which will become effective immediately, shall be subject to the suspensive

conditions that, by no later than 30 November 2006

3.1.1

each of the Transaction Documents has been entered into and has become

unconditional in accordance with its terms, save in respect of any condition

requiring that this Agreement becomes unconditional;

3.1.2

all such resolutions have been passed by the shareholders and directors of the

Company and, where required, registered by the Registrar of Companies, as may be
necessary in order to approve and implemen the provisions of this Agreement.

3.2

The Suspensive Conditions have been inserted for the benefit of both Parties and may

therefore only be waived by agreement in writing between the Parties.

3.3

Each of the Parties will use commercially reasonable endeavours and the Parties will

co-operate in good faith to procure the fulfilment of the Suspensive Conditions as soon

as reasonably possible after the Signature Date.

3.4

Unless all the Suspensive Conditions have been fulfilled or waived by not later

than the date specified for fulfilment thereof set out above (or such later date or

dates as may be agreed in writing between the Parties) the provisions of this

Agreement, save for the provisions of clause 1, this clause 3, and clauses 6 to 16

which will become effective immediately, will never become of any force or effect

and the status quo ante will be restored as near as may be and neither of the Parties will

have any claim against the other in terms hereof or arising from the failure of the

Suspensive Conditions, save for any claims arising from a breach of the provisions

of clause 3.3.

4

SUBSCRIPTION, ALLOTMENT AND ISSUE

4.1

DRDGOLD hereby, but with effect from the Closing Date, subscribes for the

Subscription bhares at the Subscription Price.

4.2

DRDGOLD shall pay the Subscription Price on the Closing Date in cash by

electronically transfer to the Nominated Attorneys, which shall receive it on behalf of

the Company and will be instructed to apply it, immediately upon clearance of the

funds, as follows —

4.2.1

R4,300,000.00 (four million three hundred thousand rand) to pay to DRDGOLD

in settlement of the purchase consideration payable by the Company to DRDGOLD

pursuant to the exercise by the Company of the option to acquire from DRDGOLD

50,000,000 (fifty million) ordinary shares in the capital of DRDSA;

4.2.2

R1,279,500.00 (one million two hundred and seventy nine thousand five

hundred rand) to pay to Blyvoor in settlement of the subscription price payable

by the Company to Blyvoor for the subscription by the Company for the

Blyvoor Class B Pref Share;

4.2.3

8909,500.00 (nine hundred and nine thousand five hundred rand) to pay to

Crown in settlement of the subscription price payable by the Company to Crown

for the subscription by the Company for the Crown Class B Pref Share; and

4.2.4

85,360,000.00 (five million three hundred and sixty thousand rand) to pay to

ERPM in settlement of the subscription price payable by the Company to ERPM

for the subscription by the Company for the ERPM Class B Pref Share.

4.3

On the Closing Date, against compliance by the Company with the obligation to pay the

Subscription Price, the Company shall allot and issue the Subscription Shares and shall

deliver the share certificate

in respect thereof to DRDGOLD.

4.4

The creation duty payable on the creation of the Class B Pref Share shall be borne and

paid by DRDGOLD.

5

RIGHTS, PRIVILEGES AND RESTRICTIONS ATTACHING TO THE

SUBSCRIPTION SHARES

The Subscription Shares shall have the rights, privileges and restrictions set out in

annexe "A".

6 BREACH

6.1

If, before the completion of the allotment and issue of the Subscription

Shares, either Party commits a breach of its obligations under this Agreement,

and if the breach in question is not remedied before the expiry of a period of 48

(forty eight) hours after the aggrieved Party has given notice to the other Party to

remedy same, the aggrieved party shall be entitled to cancel this Agreement on

written notice to the other Party.

6.2

The Parties agree that after the subscription by DRDGOLD for, and the allotment

and issue by the Company of, the Subscription Shares in terms of this Agreement, the

cancellation of this Agreement in the event of a breach would be an inappropriate and

insufficient remedy and that irreparable damage would occur if the provisions of this

Agreement were not complied with. It is accordingly agreed that, in the event of a

breach, the aggrieved Party shall be entitled (without prejudice to any other rights

which it may have in law save for the right to cancel the Agreement) to an order

for specific performance and to recover any damages which it may have suffered.

6.3

This Agreement and the other Transaction Documents form part of one

indivisible transaction. Should either this Agreement or any of the other

Transaction Documents be terminated for any reason whatsoever, all the

Transaction Documents shall terminate simultaneously.

7 GENERAL WARRANTIES

Each of the Parties hereby warrants to and in favour of the other that –

7.1

it has the legal capacity and has taken all necessary corporate action

required to empower and authorise it to enter into this Agreement; and

7.2

this Agreement constitutes an agreement valid and binding on it and

enforceable against it in accordance with its terms.

8 CO-OPERATION

The Parties undertake at all times to co-operate with each other in good

faith in order to carry out this Agreement and to implement all

transactions and steps contemplated herein. The Parties further undertake

not to take any action or to omit taking any action which will result in delaying

or impeding the implementation of this Agreement.

9 PUBLICITY

9.1 Subject to the provisions of clause 9.3, each Party undertakes to keep

confidential and not to disclose to any third party, save as may be required

in law (including by the rules of any recognised securities exchange) or

permitted in terms of this Agreement, the nature, content or existence of

this Agreement and any and all information given by a Party to the other

Party pursuant to this Agreement.

9.2   No announcements of any nature whatsoever shall be made by or on

behalf of a Party relating to this Agreement without the prior consent of the

other Party, save for any announcement or other statement required to be made in

terms of the provisions of any law (or the rules of any recognised securities

exchange) in which event the Party obliged to make such statement shall

first consult with the other Party in order to enable them in good faith to

attempt to agree the content of such announcement, which (unless agreed)

must go no further than is required in terms of such law or rules. This shall not

apply to a Party wishing to respond to the other Party which has made an

announcement of some nature in breach of this clause 9.

9.3

The provisions of this clause 9 shall not apply to any disclosure made by

a Party to its professional advisors or consultants, provided that they have

agreed to the same confidentiality undertakings, or to any judicial or arbitral

tribunal or officer, in connection with any matter relating to this Agreement

or arising out of it.

10DISPUTE RESOLUTION

10.1

In the event of there being any dispute or difference between the Parties

arising out of this Agreement, or in connection with it, or regarding its

interpretation, validity, execution, implementation, termination or

cancellation, the said dispute or difference shall on written demand by

either Party be submitted to arbitration in Johannesburg in accordance with

the AFSA rules for commercial arbitration.

10.2    Should AFSA, as an institution, not be operating at that time or not be

accepting requests for arbitration for any reason, then the arbitration shall

be conducted in accordance

with the AFSA rules for commercial arbitration but administered by the

attorneys of the Parties, before an arbitrator appointed by agreement

between the Parties or failing agreement within 10 (ten) business days of the

demand for arbitration, then either Party shall be entitled to forthwith call upon

the chairperson of the Johannesburg Bar Council to nominate the arbitrator,

provided that the person so nominated shall be an advocate of not less than 10

(ten) years standing as such. The person so nominated shall be accepted by

and appointed as the arbitrator by the Parties. In the event of the attorneys

of the Parties failing to agree on any matter relating to the administration of

the arbitration, such matter shall be referred to and decided by the arbitrator

whose decision shall be final and binding on the Parties.

10.3

Either Party may appeal the decision of the arbitrator or arbitrators in terms of the AFSA

rules for commercial arbitration.

10.4     Nothing herein contained shall be deemed to prevent or prohibit a Party from

applying to the appropriate court for urgent relief or for judgment in relation to a

liquidated claim.

10.5    Any arbitration in terms of this clause 10 shall be conducted in camera and the

Parties shall treat as confidential and not disclose to any third party details of the

dispute submitted to arbitration, the conduct of the arbitration proceedings or the outcome

of the arbitration, without the written consent of the other Party.

10.6    The provisions of this clause 10 will continue to be binding on the Parties

notwithstanding any termination or cancellation of the Agreement.

10.7

The Parties agree that the written demand by a Party in terms of clause

10.1    that the dispute or difference be submitted to arbitration, is to be deemed to be a

legal process for the purpose of interrupting extinctive prescription in terms of the

Prescription Act, 1969.

11 BENEFIT OF THE AGREEMENT

This Agreement will be also for the benefit of and be binding upon the successors

in title and permitted assigns of the Parties or either of them.

12 NOTICES AND DOMICILIA

12.1    The Parties choose as their respective domicilia citandi et executandi for the

purpose of legal proceedings and for the purposes of giving or sending any notice

provided for or necessary in terms of this Agreement, the following addresses and

telefax numbers for each of them –

Name

Physical Address

Telefax

Khumo Gold SPV

The Birches Riverwoods Office

+27 (0)11 457 6901

& The Trust

Park Johnson Road

                                             Bedfordview

Marked for the attention of; Dr Paseka Ncholo

Name

Physical Address

Telefax

DRDGOLD

4 Ebsco House

+27 (0)11 482 4641

299 Pendoring Ave
Blackheath

Marked for the attention of: N Pretorius

provided that a Party may change its domicilium to any other physical address or

telefax number within the Republic of South Africa by written notice to the other

Party to that effect. Such change of address will be effective 5 (five) business days

after receipt of the notice of the change of domicilium.

12.2

All notices to be given in terms of this Agreement will be in writing and will -

12.2.1

be delivered by hand or sent by telefax;

12.2.2

if delivered by hand during business hours, be presumed to have been received

on the date of delivery. Any notice delivered after business hours or on a day

which is not a business day will be presumed to have been received on the following

business day; and

12.2.3

if sent by telefax during business hours, be presumed to have been received on

the date of successful transmission of the telefax. Any telefax sent after

business hours or on a day which is not a business day will be presumed to have been

received on the following business day.

12.3

Notwithstanding the above, any notice given in writing, and actually

received by the Party to whom the notice is addressed, will be

deemed to

have been properly given and received, notwithstanding

that such notice has not been

given in accordance with this clause.

12.4    The Parties record that whilst they may correspond via email during the currency

of this Agreement for operational reasons, no formal notice required in terms of

this Agreement, nor any amendment of or variation to this Agreement may be given or

concluded via email.

13  GENERAL

13.1 This Agreement constitutes the whole of the agreement between the Parties

relating to the matters dealt with herein and, save to the extent otherwise provided

herein, no undertaking, representation, term or condition relating to the subject

matter of this Agreement not incorporated in this Agreement will be binding on either

of the Parties.

13.2    No variation, addition, deletion, or agreed cancellation will be of any force or

effect unless in writing and signed by or on behalf of the Parties. Failure or delay

on the part of either Party in exercising any right, power or privilege hereunder

will not constitute or be deemed to be a waiver thereof, nor will any single or

partial exercise of any right, power or privilege preclude any other or further

exercise thereof or the exercise of any other right, power or privilege.

13.3    All provisions and the various clauses and sub-clauses of this Agreement are,

notwithstanding the manner in which they have been grouped together or linked

grammatically, severable from each other. Any provision, clause or sub-clause of this

Agreement which is or becomes unenforceable in any jurisdiction, whether due to

voidness, invalidity, illegality, unlawfulness or for any other reason whatever, shall,

in such jurisdiction only and only to the extent that it is so unenforceable, be treated as

pro non scripto and the remaining provisions, clauses and sub-clauses of this

Agreement shall remain of full force and effect.

13.4     Neither this Agreement nor any part, share or interest therein nor any rights or

obligations hereunder may be ceded, assigned, or otherwise transferred without the prior

written consent of the other Party.

13.5     This Agreement may be executed in one or more counterparts, each of which will

be deemed an original, and all of which together will constitute one and the same

agreement as at the date of signature of the Party last signing one of the counterparts.

14  APPLICABLE LAW AND JURISDICTION

14.1

This Agreement will in all respects be governed by and construed under the laws of the

Republic of South Africa.

14.2 Subject to the provisions of clause 10, the Parties hereby consent and submit to

the non-exclusive jurisdiction of the Witwatersrand Local Division of the High Court

of the Republic of South Africa in any dispute arising from or in connection with this

Agreement. The Parties agree that any costs awarded will be recoverable in

accordance with the High Court tariff, determined on an attorney-and-own-client scale.

15 COSTS

It is recorded that the fees and disbursements of the Nominated Attorneys of and

incidental to the negotiation, drafting, preparation and implementation of this

Agreement will be borne and paid by DRDSA. All further legal costs and expenses of and

incidental to the negotiation, drafting, preparation and implementation of this

Agreement will be paid by the Party incurring such costs

16 SIGNATURE

Signed on behalf of the Parties as set out below, each signatory hereto warranting
that he or she has due authority to do so

SIGNED at JOHANNESBURG on 24 October 2006
For and on behalf of
DRDGOLD LIMITED

Signature: /s/ JWC Sayers
Chief Financial Officer

SIGNED at BEDFORDVIEW on the 24 October 2006
For and on behalf of
KHUMO GOLD SPV (PROPRIETARY) LIMITED

Signature; /s/ MPM Ncholo
Director

TERMS AND CONDITIONS OF THE CLASS B CUMULATIVE

PARTICIPATING COMPULSORILY REDEEMABLE PREFERENCE SHARE

1

In this annexe "A", unless the context otherwise indicates, the following terms shall
have the meanings assigned to them hereunder, and words and expressions
defined in any clause shall bear the meaning assigned to such word or expression
throughout this annexe"AC -

1.1.1

"Act" means the Companies Act, 1973;

1.1.2

"Blyvoor" means Blyvooruitzicht Gold Mining Company Limited,

registration number 1937/009743/06, a limited liability public company duly

incorporated in the Republic of South Africa;

1 . 1 . 3 " B ly v o o r C la s s B P ref S h ar e " mea n s a C l as s B

c u mu l a tiv e

participating preference share in the share capital ofBlyvoor with a par

value of R1.00 (one rand);

1.1.4 "Class A Pref Shares" means the existing Class A cumulative

participating compulsorily redeemable preference shares in the share capital of the

Company with a par value of R1.00 (one rand) each;

1.1.5

"Class B Pref Shares" means the Class B cumulative participating

compulsorily redeemable preference shares in the share capital of the Company with a

par value of R1.00 (one rand)each, and having the rights, privileges and

restrictions contained in this annexe "A";

1.1.6 "Company" means Khumo Gold SPV (Proprietary) Limited, registration number

20051029595/07, a limited liability private company duly incorporated in the

Republic of South Africa;

1.1.7 "Crown" means Crown Gold Recoveries (Proprietary) Limited,

registration number 1988/0055115/07, a limited liability private company duly

incorporated in the Republic of South Africa;

1.1.8

"Crown Class B Pref Share" means a Class B cumulative participating preference

share in the share capital of Crown with a par value of R1.00 (one rand);

1.1.9 "Crown / ERPM / Blyvoor Class B Pref Shares" means the Crown

Class B Pref Share, the ERPM Class B Pref Share and the Blyvoor Class

B Pref Share, to be issued to the Company on the Issue Date by each of Crown,

ERPM and Blyvoor, respectively;

1.1.10 "Crown / ERPM 1 Blyvoor Class B Pref Dividend" means every preference

dividend received by the Company pursuant to the Crown / ERPM I Blyvoor Class B

Pref Shares;

1.1.11 "Dividend Date" means the last business day of each successive Dividend

Period on which date the Preference Dividend will be calculated and becomes

due and payable;

1.1.12 "Dividend Period" means successive periods of 3 (three) months each, commencing

on the 1

st

(first) day following the preceding Dividend Period and ending on

the last business day of each of December, March, June and September in each

year, provided that the 1

st

(first) Dividend Period will commence on the 1

st

(first)

day following the Issue Date, and provided further that the last Dividend Period will

end on the Redemption Date;

1.1.13 "ERPM" means East Rand Proprietary Mines Limited, registration number

1893/000773/06, a limited liability public company duly incorporated in the

Republic of South Africa;

1.1.14 "ERPM Class B Pref Share" means a Class B cumulative participating

preference share in the share capital of ERPM with a par value of R1.00 (one rand);

1.1.15  "Holders" means the holders of the Class B Pref Shares from time to time;

1.1.16  "Issue Date" means the actual date of issue of the Class B Pref

Shares;

1.1.17  "Ordinary Shares" means the ordinary shares in the share capital of

the Company with a par value of R1.00 (one rand) each;

1.1.18  "Preference Dividend" means the preferential cash dividend payable to the Holder

in accordance with the provisions of clauses 2.1 to 2.3;

1.1.19  "Prime Rate" means the prevailing interest rate (per cent, per annum, compounded

monthly in arrears) from time to time published by The Standard Bank

of South Africa Limited, as being its prime overdraft rate (as certified

by any manager of that bank whose appointment and designation need not

be proved);

1.1.20  "Redemption Amount" means the amount detailed in clause 2.5; and

1.1.21

"Redemption Date" means the 5

th

(fifth) anniversary of the 1

st

(first)

business day after the Issue Date, unless -

1.1.21.1

the Class B Pref Shares are redeemed at the option of the Company

at any time after the 3

rd

(third) anniversary of the Issue Date; or

1.1.21.2    the date is extended by agreement between the Holders and the

Company; or

1.1.21.3    there is an earlier redemption in terms of the provisions of clause 2.9;

1.1.22

"STC" means secondary tax on companies leviable in terms of Part VII

of the Income Tax Act, 1962;

1.1.23

"Subscription Price" means the par value of the Class B Pref Shares, being

R1.00 (one rand), plus a premium of R999.00 (nine hundred and ninety nine rand)

per Class B Pref Share, in the aggregate amounting to R1,000.00 (one thousand

rand) per Class B Pref Share and an aggregate subscription price of

R11,849,000.00 (eleven million eight hundred and forty nine thousand rand) in

respect of all the Subscription Shares;

1.1.24      "Subscription Shares" means 11,849 (eleven thousand eight hundred

and forty nine) Class B Pref Shares.

2

The following rights, privileges and restrictions will attach to the Class B Pref

Shares —

2.1

The Class B Pref Shares shall confer on each Holder the right to call for

and receive, after the payment of the preference dividend payable on the Class A Pref

Shares, but in priority to any dividend on any other class of shares for the time

being issued by the Company, payment of the Preference Dividend, in proportion

to the number of Class B Pref Shares held by each Holder at the end of each Dividend

Period.

2.2

The aggregate of the Preference Dividends that become due during each Dividend

Period, and which shall be declared and paid on the Dividend Date in

proportion to the holdings of Class B Pref Shares by the Holders, shall be an

amount equal to the lesser of —

2.2.1

the aggregate Crown / ERPM I Blyvoor Class B Pref Dividend that the

Company received during the relevant Dividend Period; and

2.2.2

an amount calculated for the duration of the relevant Dividend Period on the

Subscription Price of all outstanding and unredeemed Class B Pref Shares at a rate

which is 200 (two hundred) basis points below the Prime Rate.

2.3

Preference Dividends shall become due and payable quarterly in arrears,

on each Dividend Date to the Holders registered on the business day Immediately

preceding each such Dividend Date

2.4

Should the amount referred to in clause 2.2.1 in respect of any

Dividend Period exceed the amount referred to in clause 2.2.2, the Company

shall be entitled to declare 25% (twenty five percent) of the difference,

after provision for STC, as a dividend on the Ordinary Shares, while the balance will

be invested in an interest bearing attorneys trust account, where it shall remain and

be applied toward the redemption of the Class B Pref Shares.

2.5

The Redemption Amount at which the Company shall redeem each Class B Pref

Share in terms of clause 2.7 shall be an amount equal to -

2.5.1

the Subscription Price per Class B Pref Share; plus

2.5.2

any arrear Preference Dividends which at the date of redemption are still unpaid

in respect of each Class B Pref Share, on the basis that a Preference Dividend

will be deemed to accrue on a day-to-day basis and to be in arrear and unpaid if at

any earlier Dividend Date the Preference Dividend was neither declared nor paid or if

declared, was not paid; plus

2.5.3

an amount in respect of each Class B Pref Share calculated in accordance

with the provisions of clause 2.2, for the period from the last Dividend Date to the date

of redemption; plus

2.5.4

interest on arrear Preference Dividends calculated daily at a rate that is 200

(two hundred) basis points above the Prime Rate, from the due date for payment of

the Preference Dividend up to (but excluding) the date of redemption, compounded

monthly in arrears.

2.6

The Company shall make provision for the premium payable on the

redemption of the Class B Pref Shares from its share premium account as contemplated

in section 76(3)(c) of the Act.

2.7

Subject to the further provisions of the Act and the provisions of clauses 2.8 to

2.10 inclusive, the Company shall redeem the Class B Pref Shares in full at the

Redemption Amount, on the Redemption Date against either -

2.7.1

the surrender to the Company of the certificates in respect of the Class

B Pref Shares; or

2.7.2

if such certificates are lost, receipt of a suitable written indemnity from the

Holder confirming that the certificates have not been alienated or pledged and

have been lost or destroyed.

2.8

The Company shall have the election, at any time after the Issue Date but before

the Redemption Date, to call on all or any of the Holders to, without penalty to the

Company, surrender the share certificates they were issued in respect of all or some

of their Class B Pref Shares, against payment of a Redemption Amount which is

consistent with the number of Class B Pref Shares each Holder is called upon to

surrender, provided that the Company may not call for the surrender of Class B Pref

Shares in tranches of less than 1,000 (one thousand) Class B Pref Shares at a time.

2.9

Notwithstanding anything to the contrary herein contained, all the Class B Pref

Shares shall become immediately redeemable and shall be redeemed in full at the

Redemption Amount upon the occurrence of any one or more of the following

contingent events after the Issue Date, subject to the Holder having given the

Company written notice that it requires redemption of such Class B Pref Shares -

2.9.1    if the Company should fail to declare any Preference Dividend on a

Dividend Date or, having declared any Preference Dividend, shouldhave

failed to pay such Preference Dividend on the Dividend Date; or

2.9.2

if the Company commits an act which is ultra vires the Company's

objects as contained in its memorandum of association; or

2.9.3

if the Company should be placed into liquidation or under judicial

management or wound-up, in any case whether provisionally or finally

and whether voluntarily or compulsorily; or

2.9.4

if the Company commits an act of insolvency which, if it were a natural

person , would be an act of insolvency in terms of section 8 of the

Insolvency Act, 1936; or

2.9.5

if the Company should give any notice or take any steps to convene a

meeting of its shareholders to adopt a resolution placing it in liquidation

or under judicial management, in either case whether provisionally or

finally; or

2.9.6

if the Company should make or attempt to make or recommend any

general offer of compromise with any or all of its creditors.

2.10

Save for the contingent events contained in clause 2.9, nothing in clauses 2.8 to

2.10 inclusive will oblige the Company to redeem the Class B Pref Shares in

whole or in part, within a period of 3 (three) years and 1 (one) day from

the Issue Date or will confer upon the Holders the option to require

redemption of the Class B Pref Shares in whole or in part within that 3

(three) year and 1 (one) day period or a right of disposal which may be

exercised within such period, all as contemplated in section 8E of the

Income Tax Act, 1962.

2.11    Notwithstanding anything to the contrary contained in this annexe "A", if,

subsequent to the Issue Date any new law, rule, regulation, directive or

practice is promulgated or instituted by any relevant fiscal, monetary or other

authority which will have the effect -

2.11.1

of changing the basis upon which the payment or receipt of the Preference

Dividend or the Redemption Amount is treated for tax purposes; or

2.11.2

that the Holder is or becomes subject to any tax as a result of it holding

the Class B Pref Shares;

(any of the above referred to as a "Change Event"),

then, in such event, the Holders shall be entitled, on written notice to the Company

("Change Notice") to an increase in the Preference Dividend so as to place the

Holder in the same after tax position that it was in immediately prior to the Change

Event occurring.

2.12

The Change Notice shall detail the Change Event concerned and the effect that such

Change Event has on the circumstances detailed in clause 2.11.

2.13     Within 30 (thirty) days of receipt of the Change Notice, the Company shall be

entitled to redeem all of the Class B Pref Shares outstanding at that date ("Accelerated

Redemption Date"), failing which the basis of calculating the Preference

Dividend given the Change Event concerned as proposed by the Holder shall apply

with effect from the date of the Change Notice.

2.14

If any Change Event has the effect of changing the circumstances in clause 2.11 with effect

from a date prior to the date of the Change Notice ("First Retroactive Date"), then -

2.14.1

the Company shall pay an additional Preference Dividend ("Additional Dividend")

to the Holder -

2.14.1.1    if the Company has elected to redeem the Class B Pref Shares, on

the Accelerated Redemption Date; or

2.14.1.2    if the Company elects to pay the increased Preference Dividend, then

within 30 (thirty) days of the date of the Change Notice;

2.14.2

the Additional Dividend shall place the Holder in the same after tax

position as if the Change Event occurred on the First Retroactive Date, provided that,

the Additional Dividend shall not exceed an amount which would have resulted in

the rate of the Preference Dividend exceeding the Prime Rate calculated from the

First Retroactive Date until -

2.14.2.1      the Accelerated Redemption Date, if the circumstances in clause

2.14.1.1 apply; or

2.14.2.2

the date of payment of the increased Preference Dividend, if the

circumstances in clause 2.14.1.2 apply.

2.14.3

If, after the Redemption Date, any Change Event has the effect of changing

the circumstances in clause 2.11 from a date occurring during the period from the

Issue Date until the Redemption Date ("Second Retroactive Date"), then the

Company shall pay an amount to the Holder within 30 (thirty) days of receipt of a

Change Notice which shall place the Holder in the same after tax position as if

the Change Event had occurred on the Second Retroactive Date and applied until the

Redemption Date, provided that

2.14.3.1      the additional amount payable shall not exceed an amount which would

have resulted in the rate of the Preference Dividend exceeding the Prime Rate

calculated from the Second Retroactive Date until the Redemption Date; and

2.14.3.2

the Change Notice is served on the Company prior to the expiry of a

period of 5 (five) years from 1 January of the year immediately following

the Redemption Date.

2.15

The Holders shall be entitled to receive notice of, and to be present at, any general

meeting of the Company, but shall not (in their capacities as Holders) be entitled

to vote, either in person, by representation or by proxy, at any such meeting, unless

any one or more of the following circumstances prevail at the date of the meeting

2.15.1

any Preference Dividend remains in arrear and unpaid for a period of 7 (seven) days

after a Dividend Date; or

2.15.2

the Redemption Amount remains in arrear and unpaid for a period of 7 (seven) days

after the due date for payment thereof; or

2.15.3

a resolution of the Company is proposed which directly affects the rights attached

to the Class B Pref Shares or the interests of the Holders, including without

limitation a resolution for the winding-up of the Company, for reduction of its

capital or for the disposal or encumbrance of a greater part of its assets; or

2.15.4 any one of the events detailed in clause 2.9 has occurred.

2.16     On a winding-up of the Company or on any repayment of its capital, the Class

B Pref Share shall rank, in regard to all arrears of Preference Dividends (whether

declared or not) and the Redemption Amount, calculated to the date of the

winding-up or repayment, after the Class A Pref Shares but in priority to any other

shares for the time being issued by the Company.

2.17

At every general meeting of the Company at which the Holders are entitled to vote in terms

of clause 2A5 -

2.17.1 the provisions of the articles of association of the Company

relating to general meetings of ordinary shareholders shall

apply, mutatis mutandis, to the Holders;

2.17.2  all resolutions put to the meeting shall be voted on by way of a poll;

2.17.3  and each Class B Pref Share shall carry 1 (one) vote.

2.17.4  The Company shall not be liable to the Holders for interest on any unclaimed

Preference Dividend or Redemption Amount. The Company shall retain all

unclaimed monies until they are claimed, provided that any amount remaining

unclaimed for a period of 3 (three) years shall be forfeited by the Holders to the

Company.