DRDGOLD adjusts director independence and audit role

DRDGOLD Limited has adjusted the classification and board committee roles of director Mr Andrew Brady.

Rhea-AI Filing Summary

DRDGOLD Limited has adjusted the classification and board committee roles of director Mr Andrew Brady. Because Sibanye Stillwater Limited has retained Mr Brady as a consultant for a six-month period effective 1 July 2025, the board has resolved that, for the duration of this external appointment, he will not be classified as an independent board member. As a result, he has stepped down from the Company’s Audit Committee. The Company states that the Audit Committee’s composition remains compliant with the South African Companies Act, the JSE Listings Requirements and the King IV corporate governance guidelines. Mr Brady continues to serve on the Risk Committee and the Investment Committee.

FAQ

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What governance change did DRD announce in this 6-K filing?

The company announced that director Andrew Brady will not be classified as an independent board member during his external consultancy with Sibanye Stillwater Limited and has stepped down from the Audit Committee.

Why is Andrew Brady no longer treated as an independent director at DRD?

DRD stated that, due to Sibanye Stillwater Limited’s decision to retain Andrew Brady as a consultant for six months effective 1 July 2025, he will not be classified as an independent board member for the duration of that appointment.

How does this change affect DRD’s Audit Committee composition?

Andrew Brady has stepped down as a member of DRD’s Audit Committee. The company confirms that the Audit Committee still complies with the Companies Act, the JSE Listings Requirements and the King IV governance recommendations.

Does Andrew Brady remain on any DRD board committees?

Yes. DRD stated that Andrew Brady will continue to serve on the company’s Risk Committee and Investment Committee despite stepping down from the Audit Committee.

What triggered the change to DRD’s board committee membership?

The change was triggered by Sibanye Stillwater Limited deciding to retain Andrew Brady as a consultant for a six-month period effective 1 July 2025, described as an External Appointment.

Is DRD’s Audit Committee still compliant with governance requirements?

Yes. DRD confirms that the Audit Committee’s composition remains compliant with the Companies Act, No. 71 of 2008, the JSE Listings Requirements and the King IV Report on Corporate Governance for South Africa, 2016.

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Accepted by SEC EDGAR 08/19/2025 - 08:40 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
______________________

FORM 6-K

REPORT OF A FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

August 19, 2025

Commission File Number 0-28800

______________________

DRDGOLD Limited

Constantia Office Park

Cnr 14th Avenue and Hendrik Potgieter Road

Cycad House, Building 17, Ground Floor

Weltevreden Park 1709

(Address of principal executive offices)

______________________

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F Form 40-F

Exhibit

99.1    Release dated August 19, 2025 “CHANGE TO BOARD COMMITTEE”

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

DRDGOLD LIMITED

Date: August 19, 2025    By: /s/ Adriaan Davel

        Name: Adriaan Davel

        Title: Chief Financial Officer

Exhibit 99.1

DRDGOLD LIMITED

(Incorporated in the Republic of South Africa)

(Registration number: 1895/000926/06)

ISIN: ZAE000058723

JSE & A2X share code: DRD

NYSE trading symbol: DRD

(“DRDGOLD”, the “Company” or the “Group”)

CHANGE TO BOARD COMMITTEE

In compliance with paragraph 3.59(c) of the JSE Limited Listings Requirements (“Listings Requirements”), the board of directors of the Company (“Board”) hereby advises DRDGOLD shareholders that, pursuant to Sibanye Stillwater Limited’s decision to retain Mr Andrew Brady as a consultant for a six-month period effective 1 July 2025 (“External Appointment”), the Board has resolved with immediate effect that for the duration of Mr Brady’s External Appointment, he will not be classified as an independent member of the Board. Accordingly, he has stepped down as a member of the Audit Committee.

Notwithstanding the above change to the Audit Committee, the Company confirms that the composition of the Audit Committee remains compliant with the requirements of both the Companies Act, No. 71 of 2008 and the Listings Requirements, as well as the recommendations of the King IV Report on Corporate Governance for South Africa, 2016.

Mr Brady will continue to serve on the Company’s Risk Committee and Investment Committee.

Johannesburg

19 August 2025

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