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Exxaro Resources Limited - Reviewed Condensed Group Annual Financial Results And Unreviewed Physical Information

Release Date: 07/03/2013 07:05:00      Code(s): EXX     
Exxaro
Registration number: 2000/011076/06
JSE Share code: EXX
ISIN: ZAE000084992
ADR code: EXXAY
("Exxaro" or "the company" or "the group")

REVIEWED CONDENSED GROUP ANNUAL FINANCIAL RESULTS AND UNREVIEWED
PHYSICAL INFORMATION
for the year ended 31 December 2012

Exxaro?s strategy in the short to medium term remains anchored
on:
? Ramping up GMEP to supply Eskom?s Medupi power station with
14,6Mtpa of coal
? Increased exposure to the mineral sands and pigment business
through the Tronox Investment
? The development of a "managed and controlled" iron ore
business in the Republic of Congo
? Future energy growth aspirations including clean energy
technologies
The group continues to be committed to the safety of its
employees, striving to achieve zero harm at all operations.
The development of the communities in which the group operates
remains crucial to the future success of the business as well as
the overall development of South Africa.

GROUP PERFORMANCE IN BRIEF
Net debt: Equity 8%
Return on capital employed 45% ? down 2%
Return on equity 37% ? down 8%
Total assets of R41,6bn
2nd largest coal producer in SA 40mtpa
Commodity portfolio
Coal
Tio2
Ferrous
Energy
R60bn Market capitalisation
HEPS of 1 401 cents ? down 33%
AEPS of 2 734 cents ? up 24%
Final dividend of 150 cents per share
Total dividend of 500 cents per share
Revenue R16,1bn down 23%
Core net operation profit at R2,9bn down 16%
NAV per share R80 up 19%
LTIFR 0,29 against group target of 0,15

CONDENSED GROUP STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 December
                                                2012        2011
                                            Reviewed    Restated
                                                  Rm          Rm
Revenue                                       12 229      12 126
Operating expenses                          (10 533)     (9 575)
Operating profit                               1 696       2 551
Gains on disposal of non-core assets
(note 9)                                          42           1
Net operating profit (note 5)                  1 738       2 552
Interest income (note 7)                         138         261
Interest expense (note 7)                      (325)       (628)
Income from investments                            3           4
Share of income from equity-accounted
investments                                    3 132       4 745
Excess of fair vale of net assets over
cost of the investment in associates             470
Profit before tax                              5 156       6 934
Income tax expense                             (537)       (871)
Profit for the year from continuing
operations                                     4 619       6 063
Profit for the year from discontinued
operations (note 8)                            5 028       1 594
Profit for the year                            9 647       7 657

CONDENSED GROUP STATEMENT OF COMPREHENSIVE INCOME (continued)
for the year ended 31 December
                                                2012         2011
                                            Reviewed     Restated
                                                  Rm           Rm
Profit for the year                            9 647        7 657
Gain/(loss) recognised in other
comprehensive income for the year, net of
tax                                               68          541
Exchange differences on translating
foreign operations                              (33)          800
Cash flow hedges                                (21)         (40)
Share of comprehensive income/(loss)
of associates                                    122        (254)
Share of comprehensive income of non-
controlling interests                                          35
Total comprehensive income for the year        9 715        8 198
Profit attributable to:
Owners of the parent                           9 677        7 653
? continuing operations                        4 634        6 073
? discontinued operations                      5 043        1 580
Non-controlling interests                       (30)            4
? continuing operations                         (15)         (10)
? discontinued operations                       (15)           14
Profit for the year                            9 647        7 657
Total comprehensive income attributable
to:
Owners of the parent                           9 745        8 159
? continuing operations                        5 706        6 641
? discontinued operations                      4 039        1 518
Non-controlling interests                       (30)           39
? continuing operations                         (15)          (6)
? discontinued operations                       (15)           45
Total comprehensive income for the year        9 715        8 198
Aggregate attributable earnings per
share (cents)
? basic                                         2 734      2 199
? diluted                                       2 726      2 168
Attributable earnings per share
continuing operations (cents)
? basic                                         1 309      1 745
? diluted                                       1 305      1 720
Attributable earnings per share
discontinued operations (cents)
? basic                                         1 425           454
? diluted                                       1 421           448

Refer to note 11 for details regarding the number of shares.

RECONCILIATION OF HEADLINE EARNINGS
for the year ended 31 December
                                        Gross     Tax          Net
                                           Rm      Rm           Rm
For the year ended 31 December
2012 (Reviewed)
Profit for the year attributable
to owners of the parent                                    9 677
Adjusted for:
? IAS 36 Reversal of impairment
of property, plant and equipment        (103)      29          (74)
? IAS 16 gains or losses on
disposal of property, plant and
equipment                                (65)       4          (61)
? IFRS 10 gains on disposal of
subsidiaries and other assets         (4 034)            (4 034)
? IAS 28 excess of fair value over
cost of investment in associate         (470)              (470)
? IAS 38 gains on disposal of
intangible assets                        (77)                  (77)
? IAS 28 Share of associates?
gains or losses on disposal of
property, plant and equipment             (4)       1        (3)
Headline earnings                     (4 753)      34      4 958
? continuing operations                                    3 999
? discontinued operations                                    959
For the year ended 31 December
2011 (Audited)
Profit for the year attributable
to owners of the parent                                    7 653
Adjusted for:
? IAS 36 impairment of property,
plant and equipment                       516                  516
? IAS 36 reversal of impairment of
property, plant and equipment           (869)              (869)
? IFRS 10 gains on disposal of
subsidiaries                              (1)                  (1)
? IAS 16 gains or losses on
disposal of property, plant and             3     (2)            1
equipment
? IAS 28 share of associates?
gains or losses on disposal of
property, plant and equipment             2                      2
Headline earnings                     (349)        (2)       7 302
? continuing operations                                      6 048
? discontinued operations                                    1 254
                                                   Year ended
                                                  31 December
                                                  2012        2011
                                              Reviewed    Restated
Headline earnings per share
aggregate (cents)
? basic                                          1 401       2 098
? diluted                                        1 397       2 069
Headline earnings per share from
continuing operations (cents)
? basic                                          1 130       1 738
? diluted                                        1 127       1 714
Headline earnings per share from
discontinued operations (cents)
? basic                                            271         360
? diluted                                          270         355

CONDENSED GROUP STATEMENT OF FINANCIAL POSITION
as at 31 December and 1 January
                                        At 31 December   1 January
                                        2012      2011        2011
                                    Reviewed Restated     Restated
                                          Rm        Rm          Rm
ASSETS
Non-current assets
Property, plant and equipment         15 881     9 584      12 194
Biological assets                         55        66          46
Intangible assets                        962       128          75
Investments in unlisted associates    17 154     4 545       3 662
Investments in joint ventures            425       243         168
Deferred tax                             241       227         724
Financial assets                       2 727     2 360       2 390
                                      37 445    17 153      19 259
Current assets
Inventories                              776       560       3 081
Trade and other receivables            2 642     2 624       3 505
Current tax receivable                   190       105         105
Cash and cash equivalents                553     1 018       2 077
                                       4 161     4 307       8 768
Non-current assets classified
as held-for-sale (note 12)                      14 979          85
Total assets                          41 606    36 439      28 112
EQUITY AND LIABILITIES
Capital and reserves
Equity attributable to owners
of the parent                         28 794    23 588      17 437
Non-controlling interests                 12        20        (23)
Total equity                          28 806     23 608     17 414
Non-current liabilities
Interest-bearing borrowings            2 761      2 102      3 504
Non-current provisions                 2 842      2 111      2 065
Post-retirement employee
obligations                              142        133         93
Finance lease                            106
Deferred tax                           2 566      1 702      1 323
                                       8 417      6 048      6 985
Current liabilities
Trade and other payables               4 099      3 181      2 796
Interest-bearing borrowings              (9)        836        688
Current tax payable                      172         50        147
Current provisions                       121        151         30
                                       4 383      4 218      3 661
Non-current liabilities classified
as held-for-sale (note 12)                        2 565         52
Total equity and liabilities          41 606     36 439     28 112

GROUP STATEMENT OF CHANGES IN EQUITY
                               Other components of equity
                                                         Retirement
                           Foreign   Financial Equity-      benefit
                Share     currency instruments settled obligation
              capital translations revaluation reserve     reserves
                   Rm           Rm          Rm       Rm          Rm
Opening
balance at 1
January 2011
(Restated)      2 170          716         216    1 389
Profit for
the year
Other
comprehensive
income                         800        (40)
Share of
comprehensive
income
of associates                   72          20                    1
Issue of
share
capital1           15
MPower
vesting issue
of shares         174
Share-based
payments
movements                                            23
Non-
controlling
interests
additional
contributions
Dividends
paid2
Disposal of
subsidiaries                      (3)
Balance at 31
December 2011
(Restated)      2 359           1 585           196   1 412            1
Profit for
the year
Other
comprehensive
income                           (33)          (21)
Share of
comprehensive
income
of associates                     118          (17)      94        (164)
Issue of
share
capital1           15
Share-based
payments
movement                                              (183)
Dividends
paid2
Acquisition
of
subsidiaries
Disposal of
subsidiaries                    (459)         (137)    (23)
Acquisition
of non-
controlling
interest
Balance at 31
December 2012
(Reviewed)      2 374           1 211            21   1 300        (163)

                                       Attributable        Non-
                  Other     Retained      to owners controlling    Total
                                             of the
                reserves     income          parent   interests    equity
                      Rm         Rm              Rm          Rm        Rm
Opening
balance at 1
January 2011
(Restated)                   12 946         17 437         (23)    17 414
Profit for
the year                      7 653          7 653            4    7 657
Other
comprehensive
income                                         760            35     795
Share of
comprehensive
income
of associates           8     (355)          (254)                 (254)
Issue of
share capital1                              15                      15
MPower
vesting issue
of shares                                  174                     174
Share-based
payments
movements                                   23             2        25
Non-
controlling
interests
additional
contributions                                              8         8
Dividends
paid2                     (2 217)      (2 217)           (6) (2 223)
Disposal of
subsidiaries                               (3)                     (3)
Balance at 31
December 2011
(Restated)            8    18 027       23 588            20     23 608
Profit for
the year                   9 677         9 677           (30)    9 647
Other
comprehensive
income                                    (54)                    (54)
Share of
comprehensive
income
of associates       (1)       92           122                     122
Issue of
share capital1                              15                      15
Share-based
payments
movement                                 (183)                   (183)
Dividends
paid2                     (3 012)      (3 012)                  (3 012)
Acquisition
of
subsidiaries                                             468       468
Disposal of
subsidiaries                             (619)           (5)     (624)
Acquisition
of non-
controlling                                                         (1
interest                   (740)         (740)       (441)        181)
Balance at 31
December 2012
(Reviewed)            7    24 044       28 794            12     28 806

Dividend paid per share (cents) in respect of the 2011
financial year                                                     500
Dividend paid per share (cents) in respect of the 2012
interim period                                                     350
Final dividend payable per share (cents) in respect of             150
2012 financial year
1
  Issued to the Kumba Resources Management Share Trust due to
options exercised.
2
  The STC on these dividends amount to Rnil after taking into
account STC credits (2011: R nil). Dividend tax on these
dividends amounted to Rnil due to the STC credits available.
Foreign currency translation reserve
The foreign currency translation reserve comprises all foreign
exchange differences arising from the translation of the financial
statements of foreign entities that are not integral to the
operations of the group.
Financial instruments revaluation reserve
The financial instruments revaluation reserve comprises the
effective portion of the cumulative net change in the fair value
of cash flow hedging instruments where the hedged transaction has
not yet occurred.
Equity-settled reserve
The equity-settled reserve represents the fair value of services
received and settled by equity instruments granted.
Other reserves
Comprises of other associates reserves.


CONDENSED GROUP STATEMENT OF CASH FLOWS
for the year ended 31 December
                                                    2012       2011
                                                Reviewed   Restated
                                                      Rm         Rm
Cash flows from operating activities                 543      3 533
? cash retained from operations                    3 969      6 189
? interest paid                                    (345)      (566)
? interest received                                  208        532
? tax paid                                         (277)      (499)
? dividends paid                                 (3 012)    (2 123)
Cash flows from investing activities             (4 121)    (1 042)
? capital expenditure                            (5 333)    (4 858)
? proceeds from disposal of property, plant
and equipment                                         77       483
? proceeds from disposal of subsidiaries           1 132        51
? proceeds from disposal of intangible
assets                                                77
? proceeds from disposal of investments                5
? investments in intangible assets                  (36)     (119)
? dividends from investments and equity-
accounted investments                              4 023     3 525
? increase in investments in other non-
current assets                                      (16)     (110)
? decrease in cash and cash equivalents on
disposal of subsidiaries                         (1 052)
? acquisition of subsidiaries and other
business operations                              (2 603)
? increase in joint ventures and associates        (396)
? other                                                1      (14)
Net cash flows from financing activities           (110)     (589)
? shares issued                                     15        15
? increase in non-controlling interests?
loans                                                         11
? net borrowings repaid                          (125)     (615)
Net (decrease)/increase in cash and cash
equivalents                                    (3 688)     1 902
Cash and cash equivalents at beginning
of year                                          4 118     2 140
Restatement of opening balance                              (82)
Translation difference on movement in cash
and cash equivalents                               123       158
Cash and cash equivalents end of year              553     4 118
Cash and cash equivalents classified as non-
current assets held-for-sale at the
end of the year                                            3 100
Cash and cash equivalents per statement
of financial position                              553     1 018
Cash and cash equivalents end of year              553     4 118

NOTES TO THE CONDENSED GROUP ANNUAL FINANCIAL RESULTS (REVIEWED)
for the year ended 31 December
1. Basis of preparation
This condensed group annual financial results for the year ended
31 December 2012 has been prepared under the supervision of WA
de Klerk (CA)SA, Reg no: 00133273, in accordance with
International Standard on Review Engagements (ISRE) 2410,
International Accounting Standard (IAS) 34 Interim Financial
Reporting, the requirements of the South African Companies Act,
71 of 2008, as amended, the AC 500 standards issued by the
Accounting Practices Board or its successor and the South
African Institute of Charted Accountants (SAICA), Financial
Reporting Guides as issued by the Accounting Practices Committee
and Financial Reporting Pronouncements as issued by the
Financial Reporting Standards Council and in compliance with the
Listings Requirements of the JSE Limited (JSE). These condensed
group annual financial statements have also been prepared in
accordance with the framework concepts, measurement and
recognition requirements of the International Financial
Reporting Standards (IFRS) as required by the JSE.
The condensed group annual financial statements have been
prepared on the historical cost basis, excluding financial
instruments and biological assets, which are fairly valued, and
conform to IFRS as issued by the International Accounting
Standards Board (IASB).

During 2012 the following accounting
pronouncements became effective:                  Effective date
? Amendment to IFRS 7 Financial instruments:
Disclosure                                           1 July 2011
? Amendment to IFRS 1 First time adoption            1 July 2011
? Amendment to IAS 12 Income taxes                1 January 2012

These pronouncements had no material impact on the accounting of
transactions or the disclosure thereof.
During 2012, Exxaro early adopted the suite of consolidation
standards issued in 2011, effective 1 January 2013.
The early adoption incorporated the following standards:
? IFRS 10 Consolidated financial statements (as amended)
? IFRS 11 Joint arrangements (as amended)
? IFRS 12 Disclosures of interest in other entities (as amended)
? IAS 27 Separate financial statements (revised)
? IAS 28 Investments in associates and joint ventures (revised)
The impact of the early adoption of these standards is disclosed
in the notes of these condensed group annual financial results
(refer note 3).
The accounting standards and amendments issued to accounting
standards and interpretations, other than those early adopted,
which are relevant to the group, but not yet effective at 31
December 2012, have not been adopted. It is expected that where
applicable, these standards and amendments will be adopted on
each respective effective date, except where specifically
identified. There has been no impact on the group by applying
IFRS 10 retrospectively.
2. Accounting policies
The accounting policies, methods of computation and presentation
adopted are consistent with those applied in the annual
financial statements for the year ended 31 December 2011, except
as described below in note 3, where joint ventures previously
proportionately consolidated are now equity accounted.
The group has early adopted the following standards, together
with the consequential amendments to other IFRSs, for the
financial year ended 31 December 2012:
IFRS 10 Consolidated financial statements
IFRS 10 was issued in May 2011 (and subsequently amended) and
replaces all the guidance on control and consolidation in IAS 27
Consolidated and separate financial statements, and SIC-12
Consolidation ? special purpose entities. Under IFRS 10,
subsidiaries are all entities (including structured entities)
over which the group has control. The group controls an entity
when the group has power over an entity, is exposed to, or has
rights to, variable returns from its involvement with the entity
and has the ability to affect these returns through its power
over the entity. Subsidiaries are fully consolidated from the
date on which control is transferred to the group. They are
deconsolidated from the date that control ceases. The group has
applied IFRS 10 retrospectively in accordance with the
transition provisions of IFRS 10.
IFRS 11 Joint arrangements
IFRS 11 was issued in May 2011 (and subsequently amended) and
supersedes IAS 31 Interests in joint ventures and SIC 13 Jointly
controlled entities ? Non-monetary contributions by ventures. On
transition, adjustments in accordance with the transition
provisions of the standard are recorded at the beginning of the
earliest period presented.
Before 1 January 2012, the group?s interest in its jointly
controlled entities was accounted for using the proportional
consolidation method. The investments affected by the early
adoption of this IFRS are Mafube Coal Mining Proprietary Limited
and South Dunes Coal Terminal Company Proprietary Limited.
Changes in accounting policy
The group early adopted IFRS 11 Joint arrangements, on 1 January
2012. This resulted in the group changing its accounting policy
for its interests in the jointly controlled entities. Under IFRS
11, investments in joint arrangements are classified either as
joint operations or joint ventures, depending on the contractual
rights and obligations each investor has rather than just the
legal structure of the joint arrangement. Under IFRS 11, the
above-mentioned jointly controlled arrangements have been
assessed and classified to be joint ventures. Refer note 3 for
further details.
In respect of its interest in the joint operation, the group
recognises its share of assets, liabilities, revenues and
expenses. The group accounts for the assets, liabilities,
revenues and expenses in accordance with the IFRSs applicable to
the particular assets, liabilities, revenues and expenses.
The financial effects of the change in accounting policies at 1
January 2011 and 31 December 2011 are shown in note 3 below.
3. Early adoption of IFRS 11
Joint arrangements
The group had several interests in joint arrangements
established as limited liability companies. Under IAS 31, these
were assessed as jointly controlled entities and were
proportionately consolidated in terms of IAS 31. The group has
reassessed the classification of its joint arrangements under
IFRS 11.
                            Exxaro
                      shareholding     Previous           Revised
                          interest        treatment     treatment
                               (%)
Mafube Coal                     50 Proportionately         Equity
Proprietary Limited                   consolidated      accounted
? joint venture
with Anglo
Operations Limited
South Dunes Coal                33 Proportionately         Equity
Terminal Company                      consolidated      accounted
Proprietary Limited
? joint venture
with Eskom
Enterprises
Proprietary Limited
and Golang Coal
Proprietary Limited
Moranbah joint                  50    Share of net Share of net
arrangement ? joint                 income, assets        income,
operation with                     and liabilities     assets and
Anglo American                                        liabilities
Cennergi                        50      Acquired in        Equity
Proprietary Limited                            2012     accounted
(note 14)
Impact on statement of comprehensive income
                                                      31 December
                                                             2011
Increase/(decrease)                                            Rm
Revenue                                                     (344)
Operating expenses                                             88
Net financing cost                                             65
Share of income from equity accounted investments              76
Profit before tax                                           (115)
Tax expense                                                   115
Profit after tax

Impact on statement of financial position
Increase/(decrease)                     31 December    1 January
                                               2011         2011
                                                 Rm           Rm
Assets:
? Property, plant and equipment             (1 111)       (1 111)
? Financial assets                              603           798
? Deferred tax                                  (1)           (2)
? Investments in joint ventures                 243           168
? Trade and other receivables                 (139)         (247)
? Cash and cash equivalents                    (47)          (63)
? Inventories                                  (29)          (40)
Total                                         (481)         (497)
Liabilities:
? Interest-bearing borrowings                 (100)         (140)
? Non-current provisions                       (55)          (32)
? Deferred tax                                (143)          (30)
? Trade and other payables                    (153)         (261)
? Current interest-bearing borrowings          (30)          (28)
? Post-retirement employee                                    (3)
? Current provision                                           (3)
Total                                         (481)         (497)

Impact on statement of cash flows
                                                      31 December
                                                             2011
Increase/(decrease)                                            Rm
Cash flows from operating activities                        (269)
Cash flows from investing activities                          271
Cash flows from financing activities                           14
Net increase in cash and cash equivalents                      16

4. Restatement of comparative periods
The early adoption of the above-mentioned standards has resulted
in the restatement of comparative periods. Prior periods have
also been represented for discontinued operations.

5. Net operating profit is arrived at after
                                         Year ended 31 December
                                                2012         2011
                                            Reviewed     Restated
                                                  Rm           Rm
Continuing operations
Depreciation, and amortisation of
intangible assets                             (700)        (665)
Net realised foreign currency
exchange gains                                   60          177
Net unrealised foreign exchange
losses                                         (79)         (20)
Losses on derivative instruments held
for trading                                     (1)        (154)
Impairment reversals of trade and
other receivables                                 6          228
Royalties                                     (124)         (33)
Gains on disposal of non-core assets             42            1
Profit on disposal of property, plant
and equipment                                   139           35

6. Segmental information
Reported segments are based on the group?s different products
and operations as well as the physical location of these
operations and associated products. The numbers below include
both the continuing and discontinued operations.
                                         Year ended 31 December
                                               2012          2011
                                           Reviewed      Restated
                                                  Rm           Rm
 Revenue
 Coal                                        12 064        12 420
 Tied                                         3 449         3 140
 Commercial                                   8 615         9 280
 Mineral sands                                3 594         6 587
 KZN Sands                                       855        1 196
 Namakwa Sands                                1 589         2 904
 Australia Sands                              1 150         2 487
 Base metals                                     298        1 846
 Rosh Pinah                                      217          698
 Zincor                                           81        1 550
 Inter-segmental                                            (402)
 Other                                           166          109
 Total external revenue                      16 122        20 962
 Continuing operations                       12 229        12 126
 Discontinued operations                      3 893         8 836
 Net operating profit
 Coal                                         2 105         3 083
 Tied                                            285          309
 Commercial                                   1 820         2 774
 Mineral sands                                1 925         2 678
 KZN Sands(1)                                    680          753
 Namakwa Sands                                1 009           987
 Australia Sands                                 236          938
 Base metals                                     422      (1 145)
 Rosh Pinah                                      (7)          102
 Zincor(2)                                     (91)       (1 239)
 Other(3)                                        520          (8)
 Other                                        3 105         (491)
Total net operating profit                     7 557        4 125
Continuing operations                          1 738        2 552
Discontinued operations                        5 819        1 573

(1) Includes a partial impairment reversal of R103 million
(2011: R869 million) of the carrying value of property, plant
and equipment at KZN Sands, of which the impairment was
initially accounted for in 2009.
(2) Includes an impairment of R516 million of the carrying value
of property, plant and equipment at Zincor refinery in 2011.
(3) Includes profit on sale of R544 million in 2012.

7. Net financing costs
                                        Year ended 31 December
Continuing operations                           2012          2011
                                            Reviewed      Restated
                                                  Rm            Rm
Total interest income                            138           261
Interest income                                   81           203
Interest received from joint ventures             42            58
Finance leases                                    15
Total interest expense                         (655)         (628)
Interest expense and loan costs                (249)         (281)
Interest adjustment on non-current
provisions and post-retirement
obligation                                     (404)        (347)
Other                                            (2)
Borrowing costs capitalised                      330
Net financing costs                            (187)        (367)

8. Discontinued operations
Rosh Pinah sale
On 1 June 2012, the conditions precedent to the sale of Exxaro?s
50,04% shareholding in Rosh Pinah mine operations to a
subsidiary of Glencore International Plc were met. Proceeds of
the sale transaction (R931 million) were received on 16 June
2012.
Mineral sands operations
Further regulatory and other approvals related to the
transaction between Exxaro and Tronox Incorporated were obtained
and the transaction became effective on 15 June 2012. The
transaction entailed the combination of Exxaro?s mineral sands
operations with the businesses of Tronox under a new Australian
holding company, Tronox Limited, which listed on the New York
Stock Exchange on 18 June 2012 under the ticker symbol TROX. As
part of the Tronox transaction, 74% of the South African
minerals sounds operations and Exxaro?s 50% interest in the
Tiwest Joint Venture in Australia.
Financial information relating to the discontinued operations
for the period to the date of disposal is set out below.
                                           Year ended 31 December
                                                 2012        2011
                                             Reviewed    Restated
The financial performance and cash                 Rm          Rm
flow information
Revenue                                         3 893       8 836
Operating expenses                            (2 069)     (7 263)
Profit on sale of subsidiaries (note 9)         3 995
Net operating profit                            5 819       1 573
Interest income                                    64          64
Interest expense                                (230)          76
Income from investments                                         5
Profit before tax                               5 653       1 718
Income tax expense                              (625)       (124)
Profit for the period from discontinued
operations                                      5 028       1 594
Cash flow attributable to operating
activities                                      1 036         927
Cash flow attributable to investing
activities                                    (1 358)       (286)
Cash flow attributable to financing
activities                                    (2 778)       1 979
Cash flow attributable to discontinued
operations                                    (3 100)       2 620

9. Gains on the disposal of investments and non-core assets
9.1 Discontinued operations
                                   Year ended 31 December 2012
                                            (Reviewed)
                                  Mineral
                                    Sands  Rosh Pinah        Total
                                       Rm           Rm          Rm
Consideration received
or receivable
Cash1                                 202          931       1 133
39,2% Shares in Tronox
Limited at fair value              10 605                   10 605
26% Shares in SA mineral
sands operations at fair value      1 181                    1 181
26% members? interest in
Tronox Sands LLP at
fair value                          1 091                    1 091
Total disposal consideration       13 079          931      14 010
Foreign currency translation
reserve realised                      459                      459
Hedging reserves realised             137                      137
Carrying amount of net assets
sold                             (10 224)        (387)   (10 611)
Gain on sale before and
after income tax                    3 451          544       3 995
 1
  After net working capital adjustments

9.2 Other non-core assets
                                  Year ended 31 December 2012
                                           (Reviewed)
                                 Ndzalama   Northfield      Total
                                       Rm           Rm         Rm
Consideration received
or receivable:
Cash                                     5                     5
Total disposal consideration
Carrying amount of net
assets sold                            (3)            40      37
Gain on sale before and
after income tax                         2            40      42

                                 Year ended 31 December 2011
                                          (Audited)
                                                Glen
                                  Turkey     Douglas       Total
                                      Rm          Rm          Rm
Consideration received
or receivable:
Cash                                    17            33      50
Total disposal consideration            17            33      50
Carrying amount of net
assets sold                           (12)       (37)       (49)
Gain/(loss) on sale before
and after income tax                     5           (4)       1

10. Dividends
Total dividends paid in 2012 amounted to R3 012 million, made up
of a dividend of R1 771 million that relates to the period to 31
December 2011, which was paid in April 2012, as well as an
interim dividend of R1 241 million paid in September 2012.
A final dividend for 2012 of 150 cents per share (2011: 500
cents per share) was approved by the board of directors on 6
March 2013. The dividend is payable on 15 April 2013 to
shareholders who were on the register at 12 April 2013. This
final dividend, amounting to approximately R537 million (2011:
R1 771 million), has not been recognised as a liability in this
year-end financial information. It will be recognised in
shareholders? equity in the year ending 31 December 2013.
Dividend tax of 15% (effective 1 April 2012) is payable by
shareholders on the dividends paid during the year. As a result
of the STC credits available to the company, the shareholders
will not have to pay the dividend tax on the dividends.
                                         Year ended 31 December
                                                 2012        2011
                                             Reviewed     Audited
 Issued share capital as at
 declaration date (number)                357 787 785
 Company tax reference number           9218/098/14/4

11. Share capital
Ordinary shares (million)
? in issue                                        358        354
? weighted average number of shares               354        348
? diluted weighted average number
of shares                                         355        353

12. Non-current assets classified as held-for-sale
                                        Year ended 31 December
                                                 2012        2011
                                             Reviewed     Audited
                                                   Rm          Rm
The major classes of assets and
liabilities classified as held for
sale are as follows:
Assets
Property, plant and equipment                              6 771
Intangible assets                                            132
Deferred tax                                                 465
Financial assets                                             158
Inventories                                                2 404
Trade and other receivables                                1 931
Current tax receivable                                        18
Cash and cash equivalents                                  3 100
                                                          14 979
Liabilities
Interest-bearing borrowings                                (834)
Non-current provisions                                     (682)
Current provisions                                          (10)
Deferred tax                                                (69)
Trade and other payables                                   (968)
Current tax payable                                          (2)
                                                         (2 565)
Total at end of year                                      12 414

Included in 2011 were the assets and liabilities of Rosh Pinah,
the Australian and South African mineral sands operations which
were effectively sold in 2012.

13. Business combinations
On 14 February 2012, the group acquired a controlling interest
of 67% of the share capital of African Iron Ore Limited (AKI),
for AUD190 million (R1 562 million), which is included in the
"other" business segment. The acquisition is classified as an
acquisition of a business.
AKI is a junior mining, exploration and development company
previously listed on the Australia Stock Exchange, working on
the development and exploration of the Mayoko Iron Ore Ngoubou-
Ngoubou Projects in the Republic of Congo in Central West
Africa.
The acquired business is still in development state, and thus
has not contributed any revenues to the group results. It has
also contributed R9 million losses to the group?s operating
profit for the period from 14 February 2012 to 31 December 2012.
If the date of acquisition was 1 January 2012, revenue
contribution from this business would have been Rnil, whilst the
net operating loss would have been R21,8 million.
 The goodwill of AUD102 million (R827 million) at acquisition,
arising from the acquisition relates to the future potential
upside of the business and deferred tax on the mineral asset.
The following summarises the consideration paid for the AKI
group, the fair value of the assets acquired, liabilities
assumed and the non-controlling interest at the acquisition
date.
Details of the acquired assets are as follows:
                                                            2012
                                                        Reviewed
                                                              Rm
Purchase consideration:
Consideration at 14 February 2012
Cash                                                          1 562
Total consideration transferred                               1 562
Recognised amounts of identifiable assets acquired
and liabilities assumed
Cash and cash equivalents                                       141
Property, plant and equipment                                 1 537
Trade and other receivables                                       6
Trade and other payables                                       (25)
Deferred tax liabilities                                      (456)
Total identifiable net assets                                 1 203
Non-controlling interest                                      (468)
Goodwill                                                        827
Total                                                         1 562
Total purchase consideration                                  1 562
? less: cash and cash equivalents in subsidiary
acquired                                                      (141)
Cash outflow on acquisition of subsidiary                     1 421

As part of the acquisition, Exxaro acquired AKI?s duty to pay a
deferred consideration in the form of a production royalty of
AUD1/ton of iron ore shipped.
Acquisition-related costs of R41 million have been charged to
operating expenses in the consolidated statement of
comprehensive income for the period ended 31 December 2012.
Non-controlling interest has been measured using the
proportionate share of the acquiree?s net identifiable assets.
At acquisition, non-controlling interests were identified as the
remaining 33% in AKI and 8% in DMC Iron Congo SA.
There are no contingent consideration arrangements with the
former owners of AKI.
The fair value of trade and other receivables is R6 million and
includes no trade receivables as the business is still in
exploration and development phase.
The gross contractual amount for other receivables due is
R6 million all of which is expected to be collectible.
Transactions with non-controlling interests
During March 2012, the group acquired the remaining 33% of the
issued shares of the AKI for a purchase consideration of AUD123
million (R1 049 million). The group now holds 100% of the equity
share capital of AKI. The carrying amount of the 33% non-
controlling interests in AKI on the date of acquisition was R397
million.
During June 2012, the group acquired an additional 5% of the
issued share capital of DMC Iron Congo SA for a purchase
consideration of AUD16,5 million (R133 million). The carrying
amount of the 5% non-controlling interests of DMC Iron Congo SA
on the date of acquisition was R44 million. The group now holds
97% of the equity share capital of DMC Iron Congo SA.
The group derecognised non-controlling interests of R441 million
and recorded a decrease in equity attributable to owners of the
parent of R740 million. The effect of changes in the ownership
interest of AKI and DMC Iron Congo SA on the equity attributable
to owners of the company during the year is summerised as
follows:
                                        Year ended 31 December
                                               2012
                                           Reviewed
                                                 Rm
Carrying amount of non-controlling
interests acquired                            (441)
Excess of consideration paid
recognised in parent?s equity                 (740)
Consideration paid for non-controlling
interest                                    (1 181)

14. Investments
                                         Year ended 31 December
                                               2012         2011
                                           Reviewed     Restated
                                                 Rm           Rm
Market value of listed investments               52           44
Fair value of unlisted investments
in associates and joint ventures             29 963       23 698
Market value of listed investments in
associates                                    7 911
Fair value of unlisted investments
included in other financial assets              716          389
Fair value of unlisted investments
in non-current assets held-for-sale                           4

On 2 March 2012, Exxaro Resources Limited and The Tata Power
Company Limited (Tata Power), through its subsidiary Khopoli
Investments, announced the formation of a 50:50 joint venture to
create a new energy company, Cennergi Proprietary Limited.
Cennergi, which will be based in South Africa, and will focus on
the investigation of feasibility, development, ownership,
operation, maintenance, acquisition and management of
electricity generation projects in South Africa, Botswana and
Namibia. The initial project pipeline focuses on renewable
energy projects in South Africa and Cennergi?s strategy is to
create a balanced portfolio of generation assets.
On 15 June 2012 Exxaro Resources Limited acquired 39,2% of the
shares in Tronox Limited (an Australian holding company) and a
26% members interest in Tronox Sands LLP. The consideration
comprised the transfer of the following to Tronox Limited and
Tronox Sands LLP:
? 74% of the shares and intercompany debt in Exxaro?s South
African mineral sands operations (Namakwa Sands and KZN Sands
mines and smelters); and
? Exxaro?s 50% interest in the Tiwest Joint venture in
Australia.
Exxaro retained a direct 26% shareholding in each of the South
African operations.
In addition to the initial investment, Exxaro has since
increased its shareholding to 44,65% as at 31 December 2012.
The investments in Tronox Limited and Tronox Sands LLP has been
accounted for as an investment in an associate using the equity
method in accordance with IAS 28 Investments in Associates and
Joint Ventures.

15. Net (debt)/cash
                                          Year ended 31 December
                                                  2012      2011
                                              Reviewed Restated
                                                    Rm        Rm
Net (debt)/cash                                (2 198)       346
Calculation of movement in net debt:
Net cash (outflow)/inflow                       (3 578)      2 491
? shares issued                                      15         15
? loans from non-controlling interests                          11
? share based payments                                         (2)
? investment capitalised to joint
venture loan                                                   21
? net debt of subsidiaries disposed                 820       125
? non-cash flow movements in net debt
applicable to currency translation
differences of transactions denominated
in foreign currency                                (70)       (8)
? non-cash flow movements in net debt
applicable to currency translation
differences of net debt items of
foreign entities                                    269      (151)
? cash flow changes relating to change
in accounting policy                                            64
(Increase)/decrease in net debt                 (2 544)      2 566
Net (debt)/cash is calculated as being interest-bearing
borrowings less cash and cash equivalents, including those
classified as non-current assets held-for-sale.

16. Contingent liabilities
                                          Year ended 31 December
                                                  2012      2011
                                              Reviewed Restated
                                                    Rm        Rm
Contingent liabilities                           1 055     1 197

Include guarantees in the normal course of business from which
it is anticipated that no material liabilities will arise. This
includes guarantees to banks and other institutions. The
decrease in possible claims from ongoing litigation as well as
operational guarantees in 2012 is mainly attributable to the
sale of the mineral sands operations and Rosh Pinah, partially
offset by the increase in the group?s share of contingent
liabilities of associates and joint ventures.
Includes the group?s share of contingent liabilities of
associates and joint ventures of R276 million (2011: R198
million). These contingent liabilities have no tax impact. The
timing and occurrence of any possible outflows are uncertain.
17. Contingent assets
                                      Year ended 31 December
                                               2012          2011
                                           Reviewed      Restated
                                                 Rm            Rm
Contingent assets                                85            82

A surrender fee of R85 million (2011: R82 million) in exchange
for the exclusive right to prospect, explore, investigate and
mine for coal within a designated area in Central Queensland and
Moranbah, Australia, conditional on the grant of a mining lease.
18. Related party transactions
During the period the company and its subsidiaries, in the
ordinary course of business, entered into various sale and
purchase transactions with associates and joint ventures. These
transactions were subject to terms that are no less favourable
than those arranged with third parties.
19. Financial instruments
No reclassification of financial instruments occurred during the
period under review.
20. Going concern
Taking into account the global economy, the group?s liquidity
position as well as internal budgets for the short to medium
term, it is expected that the group will continue to trade as a
going concern within the next 12 months.
21.JSE Limited Listings Requirements
The financial year end results announcement has been prepared in
accordance with the Listings Requirements of the JSE Limited.
22.Corporate governance
During 2012, the company again reviewed its application of the
principles contained in the King Report on Governance for South
Africa 2009 (King III), which application and explanation will
be disclosed in detail in the 2012 Integrated Report. Other than
the board of directors not consisting of a majority of
independent directors, which will be fully explained in the
Integrated Report and some improvements required in respect of
full application of the principles dealing with the Governance
of Information Technology, the company applies the King III
principles.
23. Mineral Resources and Mineral Reserves
The annual revision of Exxaro?s mineral resources and mineral
reserves is in process. This include the compilation of updated
geological models as well as audits done on information,
estimation methods, modifying factors resources and the
modeling. The revised estimated mineral resources and mineral
reserves will be published in the Annual Report.
24. Events after the reporting period
Subsequent to the reporting date of 31 December 2012, Mr U
Khumalo resigned as non-executive director effective 31 January
2013. The directors are not aware of any significant matter or
circumstance arising after the statement of financial position
date up to the date of this report, not otherwise dealt with in
this report.
25. Review report
The condensed group annual financial results for the year ended
31 December 2012 on page 2 to 21 in accordance with
International Standards on Review Engagements 2410 ? "Review of
interim financial information performed by the Independent
Auditors of the entity" by PricewaterhouseCoopers Inc. Their
unqualified review report is available for inspection at the
company?s registered office.

26. Salient features*
                                        Year ended 31 December
                                                2012          2011
                                            Reviewed    (Restated)
                                                  Rm            Rm
Net asset value per share (Rand)                  80            67
Capital expenditure
? incurred                                    5 333         4 858
? contracted                                  6 283         7 614
? authorised but not contracted               4 208         2 413
Capital expenditure contracted
relating to captive mines,
Tshikondeni, Arnot and Matla, which
will be financed by ArcelorMittal SA
Limited and Eskom respectively                  116            90
Operating lease commitments                      18            59
Operating sublease rentals receivable             1             4
* Non-IFRS numbers

COMMENTARY
Delivering on strategy
? Core net operating profit of R2,9 billion
? Headline earnings per share (HEPS) of 1 401 cents
? Final dividend of 150 cents per share
? Top 10 total shareholder returns over 10-year period in
global survey
? 2nd place in mining sector of the 2012 Deloitte Best Company to
work for (7th place overall)
We are still improving on
? Lost time injury frequency rate (LTIFR) at 0,29 against target
of 0,15
? Two fatalities

Comparability of results
Comments are based on a comparison of the group?s reviewed
financial results and unreviewed physical information for the
year period ended 31 December 2012 and 2011 respectively. These
results are not comparable due to profits realised on the sale
of mineral sands (R3 541 million), Rosh Pinah operations (R544
million) and other non-core assets (R42 million) in 2012, the
partial impairment reversal of the carrying value of property,
plant and equipment at KZN Sands of R103 million (2011:
R869 million), as well as R516 million impairment of the
carrying value of property, plant and equipment at the Zincor
refinery in 2011. The conclusion of these two sale transactions
resulted in the mineral sands and Rosh Pinah businesses?
financial results effectively being included in these annual
results for approximately five and half and five months
respectively, compared to the full 12 months period in 2011.
Where relevant, comments exclude transactions which make the
results under review not comparable.
The group early adopted the revised suite of consolidation
standards which included Internal Accounting Standards (IAS) 27
Separate financial statements, IAS 28 Investments in Associates
and Joint Ventures as well as International Financial Reporting
Standards (IFRS) 10 Consolidated Financial Statements, IFRS 11
Joint Arrangements and IFRS 12 Disclosure of Interests in Other
Entities. As such the Mafube Coal Proprietary Limited and South
Dunes Coal Terminal Company Proprietary Limited (SDCT) joint
ventures, which were previously proportionately consolidated,
are now equity accounted. This has resulted in the restatement
of the 2011 financial results to reflect the new accounting
method.

Portfolio improvement through delivery of the group?s strategy
Coal
Construction on the Grootegeluk Medupi Expansion Project to
supply Eskom?s Medupi power station with 14,6 million tonnes per
annum (Mtpa) of coal continues to progress well. Exxaro was able
to meet its contractual commitments on time with first coal
delivered during 2012.
Mineral sands
Further to the interim results announcement, Exxaro has
increased its shareholding in Tronox Limited (Tronox), listed on
the New York Stock Exchange, from the 39,2% held at date of
transaction to 44,65% at 31 December 2012. This is in line with
the group?s strategy to increase its exposure to the mineral
sands and pigment businesses.
Ferrous
Following the previous announcement regarding the acquisition of
the African Iron Limited (AKI) group of companies, Exxaro
continues with the group?s strategy to develop an Exxaro "managed
and controlled" iron ore business. The group has spent the most
part of the 2012 year on activities that increase the resource,
completing the bankable feasibility study for a 2Mtpa operation
and securing a mining convention with the government of the
Republic of Congo.
Energy
Further to the shareholders? agreement signed with Tata Power?s
wholly-owned subsidiary, Khopholi Investments, in the first
quarter of 2012, Exxaro has recently concluded a term sheet with
Linc Energy Limited to jointly pursue underground coal
gasification as a commercial business to develop energy
solutions in Sub-Saharan Africa. This is in line with Exxaro?s
strategy to include clean energy technologies as part of its
future energy growth aspirations.

Safety, health and environment
Safety remains a top priority. The group continues to strive to
achieve zero harm at all operations, with a focus on proactive
risk identification and assessment, as well as enhancing the
effectiveness of control measures undertaken. The average LTIFR
per 200 000 man-hours worked increased from 0,20 in 2011, to
0,29 in 2012, reflecting a 45% regression from 2011?s
achievement. The group?s target is 0,15. Six business units
achieved no lost time injuries in the year ended 31 December
2012 compared to five in 2011.
Regrettably, the group experienced two fatalities in the second
half of 2012. Nonhlanhla Shabalala, an employee at Matla mine in
Mpumalanga, died on 5 August 2012 following secondary
complications resulting from surgery that was performed on an
injury sustained in an underground accident on 14 July 2012.
Shadrack Moroka, an employee at Grootegeluk mine in Lephalale,
sustained fatal injuries when a haul truck collided with a light
duty vehicle in which he was occupant.
New mining rights applications in terms of the Mineral and
Petroleum Resources Development Act of South Africa were
submitted for the Paardeplaats and Thabametsi projects. Final
Environmental Management Plans were submitted in the first
quarter of 2013.
A wetland strategy project was initiated in 2012 to assist
operations to address challenges of mining in ecologically
sensitive environments.
All 12 Exxaro operated business units have retained their ISO
14000 and OHSAS 18001 certifications in 2012.
HIV/AIDS and Tuberculosis also remain areas of focus for the
group with employees and contractors who are affected and
impacted by these conditions receiving support. In order to
create a workplace environment free from stigma, Exxaro launched
an HIV/AIDS disclosure initiative as well as training of staff
on how to support employees affected and impacted by
these diseases. Following the launch of the disclosure
initiative, there was a substantial increase in the number of
employees enrolling for treatment (from 325 to 454) in the
second half of the year.
The group?s contribution to the Chairman?s Fund during 2012
earmarked for investments in social and labour plans was R50
million, from which R24 million was spent on community
development initiatives in 2012. An additional discretionary R10
million was also contributed from the corporate departments.

Reputation
The Carbon Disclosure Project requires South Africa?s top listed
companies to measure and disclose what climate change means for
their business. The latest report (2012) reflects the trend of
increasing engagement by the South African business sector in
anticipating and responding to climate change issues. Companies
have to qualify for the Carbon Disclosure Leadership Index on a
pre-determined point system in a manner that demonstrates
exceptional transparency and data management. Exxaro was the
overall leader out of 12 companies that qualified for the 2012
Carbon Disclosure Leadership Index, with 100 normalised points.
To ensure the sustainability of the group, Exxaro has several
breakthrough innovations which are expected to turn into
commercial operations. These are expected to contribute to the
group?s strategic goal of achieving a US$20 billion market
capitalisation by 2020, as well as contributing to the
development of South Africa. One such initiative is the Ultra
High Dense Medium Separation processing technology which
provides a solution to the challenge of declining iron ore
qualities and the limitations of existing technologies by
improving resource utilisation and increasing life of mine.
Exxaro was named one of the Global Top 10 mining companies
delivering the highest total shareholder returns over a 10-year
period in a recent survey by the Boston Consulting Group.

Leadership and people
The group?s chief executive officer, Sipho Nkosi, was awarded
the Frost & Sullivan 2012 Growth Innovation Leadership Award for
his commitment and dedication to building a greater sustainable
mining industry, while continuing to drive and lead South Africa
into the future. He was also named the winner in the Master
Entrepreneur Category of the South African Ernst & Young World
Entrepreneurs Awards for excellence in his field of work.
Exxaro achieved second place in the mining category of the 2012
Deloitte Best Company to Work For survey.

Operational and financial excellence
Group
Revenue and net operating profit
Group consolidated revenue decreased 23% to R16 122 million,
mainly as a result of the inclusion of the mineral sands and
Rosh Pinah businesses for effectively only five and a half and
five months, respectively, in the 2012 financial year compared
to 12 months in 2011 as well as challenging coal trading
conditions.
Group consolidated net operating profit was R462 million lower at
R3 310 million after exclusion of the R103 million (2011: R869
million) partial reversal of the impairment of the carrying value
of property, plant and equipment at KZN Sands, the profits
recognised on the sale of mineral sands, Rosh Pinah operation and
other non-core assets of R3 451 million, R544 million and R42
million respectively, as well as the R516 million impairment of
the carrying value of property, plant and equipment at the Zincor
refinery in 2011.
The cessation of production at Zincor at the end of 2011 and the
inclusion of Rosh Pinah in 2012 for only five months resulted in
cost savings of approximately R2 143 million in 2012. However,
the recent structural alignment of the group as well as the
implementation of the SAP ECC6 system resulted in cost increases
of approximately R262 million. Included in other group costs are
costs relating mainly to the corporate office.
Earnings
Attributable earnings, inclusive of Exxaro?s equity accounted
investment in associates, amounted to R9 677 million or 2 734
cents per share, representing a 24% increase from 2011 mainly as
a result of the profits realised on sale of subsidiaries and
other non-core assets.
Headline earnings
Headline earnings recorded, which exclude, inter alia, the
impact of the impairment and partial impairment reversal as well
as profits realised on sale of subsidiaries, were R4 958 million
or 1 401 cents per share. This represents a 33% decrease on the
2011 headline earnings per share.
Cash flow
Cash retained from operations was R3 969 million for the group.
This was primarily used to fund net financing charges of R137
million, taxation payments of R277 million and dividends paid of
R3 012 million. A total of R3 761 million of capital expenditure
was invested in new capacity, with R1 572 million applied
towards sustaining and environmental capital. A total of R3 154
million of the capital investment in new capacity was for the
Grootegeluk Medupi Expansion Project.
After the receipt of R4 023 million in dividends, primarily from
Sishen Iron Ore Company Proprietary Limited (SIOC) and Tronox,
as well as the net outflow associated with the acquisition of
AKI of R2 603 million, the group had a net cash outflow before
financing activities of R3 575 million for the year under review.
Net debt reported at 31 December 2012 was R2 198 million,
reflecting a net debt to equity ratio of 8%.
Exchange rates realised
An average exchange rate of R8,08 to the US dollar was realised
for the year ended 31 December 2012 compared to R7,28 in 2011.
Unrealised foreign currency profits of R56 million, on the
revaluation of monetary items denominated in a foreign currency,
were recorded based on the relative weakness of the local
currency to the US dollar at 31 December 2012.
Equity-accounted investments
Equity-accounted investments in the post-tax profits of
associate consist of Exxaro?s interest in SIOC of R3 202 million,
in Black Mountain Mining Proprietary Limited (Black Mountain) of
R101 million and in Tronox?s effective losses of R250 million.
After the completion of the purchase price allocation process, a
total of R470 million was accounted for as the excess of fair
value of the net asset value over the cost of the investment in
Tronox.

Reviewed equity accounted income (Rm)
                             Year ended        Six months ended
                            31 December           31 December
                           2012         2011     2012         2011
                                 (Restated)             (Restated)
SIOC                      3 202       4 456     1 259        2 081
Tronox                    (250)                 (368)
Black Mountain              101          210       56           63
Mafube                      144           76       79           15
Cennergi                   (65)                  (41)
Chifeng(1)                                 3                   (2)
Total equity income       3 132       4 745       985        2 157
(1) Exxaro?s effective shareholding in Chifeng Zinc refinery has
been diluted from 22% to 11,97%, as such, Chifeng is no longer
accounted for as an associate but rather as a financial asset.
Reviewed segment results (Rm)
                             Year ended        Six months ended
                            31 December           31 December
                           2012         2011    2012          2011
                                 (Restated)             (Restated)
Revenue
Coal operations          12 064      12 420   6 239          6 767
     (1)
Tied                      3 449       3 140   1 996          1 695
Commercial                8 615       9 280   4 243          5 072
Mineral sands             3 594       6 587                  3 698
            (2)
KZN Sands                   855       1 196                    621
Namakwa Sands             1 589       2 904                  1 781
Australia Sands           1 150       2 487                  1 296
Base metals                 298       1 846       10           946
Rosh Pinah                  217          698                   407
        (3)
Zincor                        81      1 550       10           724
Inter-segmental                       (402)                  (185)
Other                       166          109     117            69
Total external revenue   16 122      20 962   6 366         11 480
Net operating profit
Coal                      2 105       3 083      753         1 570
Tied(1)                     285          309     206           226
Commercial                1 820       2 774      547         1 344
Mineral sands             1 925       2 678                  2 026
KZN Sands(2)                680          753                   759
Namakwa Sands             1 009          987                   707
Australia Sands             236          938                   560
Base metals                 422     (1 145)     (26)         (581)
Rosh Pinah                  (7)          102      26            16
Zincor(3)                  (91)     (1 239)                  (601)
Other(4)                    520          (8)                     4
Other(5)                  3 105       (491)   (411)          (412)
Total net operating
profit                    7 557       4 125      316         2 603

(1) Tied operations refer to mines that supply their entire
production to either Eskom or ArcelorMittal South Africa (AMSA)
in terms of contractual agreements.
(2) Includes a partial impairment reversal of R103 million in
2012 (2011: R869 million) of the carrying value of property,
plant and equipment at KZN Sands.
(3) Includes an impairment of R516 million of the carrying value
of property, plant and equipment at Zincor refinery in 2011.
(4) Includes the profit on sale of subsidiaries of R544 million
on the sale of the Rosh Pinah operation.
(5) Includes the profit on sale of subsidiaries of R3 451
million on the sale of mineral sands operations.

Coal
Challenging trading conditions were experienced in 2012 with
average export prices dropping from US$105 per tonne in January
to a low of US$85 per tonne in November. A general decline in
export volumes was also experienced during the year. Exxaro
realised an average export price of US$94 per tonne in 2012
compared to US$118 per tonne in 2011. Production earmarked for
export was successfully re-directed into the domestic steam
market where opportunity arose.
Demand from the metallurgical market was also depressed due to
the ferrochrome smelter shutdowns in 2012.
Revenue and net operating profit
The combination of lower prices realised on domestic and export
sales, coupled with lower volumes, translated into Coal revenue
of R12 064 million being 3% lower than in 2011. This was
partially offset by higher revenue from Eskom sales.
A 32% decrease in net operating profit to R2 105 million (at an
operating margin of 17%) was recorded, mainly as a result of the
decrease in export volumes (R213 million) and selling prices
(R316 million), inflationary pressures (R365 million) and
higher operating costs (R684 million). These were partially
offset by the favourable impact of the local currency weakness
against the US$ in 2012 compared to 2011 (R486 million).
Included in the cost increases were R207 million higher
distribution costs, R223 million price adjustments on the Mafube
buy-ins as well as corporate service fee re-directed to the coal
business of R253 million, mainly as a result of the
discontinuation of the mineral sands and Rosh Pinah operations.
The estimated coal rehabilitation and decommissioning provisions
were independently reviewed and standardised in 2012. This had a
R102 million negative impact on the net operating profit in
recorded scope changes for the coal operations.
Production and sales volumes
Overall coal production (excluding buy-ins from Mafube) remained
stable for the year ended 31 December 2012 at 40Mtpa.
Power station coal production from the tied mines was 588kt (5%)
higher compared with 2011 mainly as a result of a 798kt increase
at Matla, which is partly offset by the closure of the
Mooifontein opencast mine and the ongoing difficult geological
conditions which resulted in lower production volumes at Arnot.
The higher sales volumes from the tied mines were mainly due to
higher production at Matla and increased demand from Eskom.
The commercial mines? power station coal production was lower by
311kt (2%) compared with 2011 due to 933kt lower production at
Grootegeluk. The dispatch conveyor belt to Eskom Matimba power
station broke down early in 2012 resulting in production cut-
backs. This was partly offset by 452kt higher production at NBC
due to improved yields achieved. Leeuwpan production increased
by 170kt as a result of improved demand.
Grootegeluk?s coking coal production was 166kt (9%) higher as a
result of increased off-take from Eskom coupled with an improved
logistics process. This resulted in 137kt (5%) higher sales,
partly offset by lower off-take by AMSA.
Steam coal production was 367kt (6%) lower mainly due to 355kt
lower production at Leeuwpan as a result of lower yields
achieved coupled with lower demand from AMSA.
The Char plant production was 70% lower mainly due to the
downturn in the ferrochrome industry, with production
deliberately reduced to manage high stock levels. This industry
downturn translated into decreased sales compared to 2011.
Export sales were 21% lower mainly due to Transnet Freight Rail
performing at a lower level compared to the previous year, lower
exports vis Maputo due to the lower average price realised, as
well as production difficulties predominantly at Mafube. Some of
the steam coal was successfully re-directed to the domestic
market mainly from Leeuwpan and NCC, albeit as lower prices.

Unreviewed physical information ('000 tonnes)
Owner managed operations
                              Year ended         Six months ended
                              31 December           31 December
                             2012         2011       2012
                                   (Restated)                  2011
Production
Coal
Power station coal         32 042      31 765     16 806    16 439
? Tied                     13 029      12 441      6 887     6 071
? Commercial               19 013      19 324      9 919    10 368
Coking coal                 2 367       2 161      1 093       920
? Tied                        339          299       190       165
? Commercial                2 028       1 862        903       755
Steam coal                  5 599       5 966      2 663     2 825
Char                            43         142         5        65
Total production
(excluding buy-ins)        40 051      40 034     20 567    20 249
Buy-ins                     1 111       1 636        651       768
Total production
(including buy-ins)        41 162      41 670     21 218    21 017
Sales
Power station coal         31 367      31 681     16 242    16 185
? Tied                     13 022      12 443      6 886     6 067
? Commercial               18 345      19 238      9 356    10 118
Other domestic coal         4 994       4 841      2 501     2 264
? Tied                        283          325       142       159
? Commercial                4 711       4 516      2 359     2 105
Export                      3 894       4 898      2 078     2 814
Char                            62         129        24        55
Total sales                40 317      41 549     20 845    21 318

Base Metals
Zinc concentrate (Rosh
Pinah)                         33          89                    46
Zinc metal (Zincor)             6          73                    32
Zinc concentrate (Rosh
Pinah)                                     16                    7
Zinc concentrate (Rosh
Pinah)                        37
Zinc metal (Zincor)                       86                  40
Zinc concentrate (Rosh
Pinah)                         4          18                  11

Capital expenditure
Exxaro?s growth initiatives continue to focus on diversifying
the business with carbon, reductants, ferrous and energy
projects, aligned with the group?s approved commodity strategy.
The Grootegeluk Medupi Expansion Project expenditure to date is
R7,1 billion, with the project at 92% stage of completion. It is
expected that the total project expenditure will be
approximately R10,2 billion. The revised budget has increased by
R700 million due to a combination of factors, including
additional escalations, labour unrest, steel shortages and
additional scope that was added to the project. The first coal
(160kt) based on a revised ramp-up schedule agreed with Eskom
was delivered to Eskom for the commissioning of the respective
coal handling systems. The coal supply ramp-up will commence
during the first half of 2013 and is expected to continue until
the second half of 2016.

The project will be implemented in three phases to make
provision for the delayed ramp-up of Eskom tonnages. Phase I
includes the first mining equipment, the run of mine bunker, the
total plant complex and the total dispatch facilities. It is
anticipated that coal will be produced through the plant during
the first half of 2013. Phase II, which is 75% complete,
includes the conveyors and semi-mobile tip and crushers into the
pit. It is forecast to be completed by the third quarter of 2013.
Phase III includes the remaining mining equipment. The housing
project of 740 units on this project is forecast to be completed
in the first half of 2013.
The backfill project at Grootegeluk is progressing well with
Phase I forecast to be completed in the third quarter of 2013
and Phase II by the end of 2014.
Exxaro continues to engage with the relevant stakeholders
regarding the conclusion of implementation plans for integrated
infrastructure in the Waterberg coalfields which will include
the supply of water, rail, road and housing. This integrated
infrastructure is deemed crucial to the development of all
projects in the Waterberg, geared to both domestic and export
markets. The upgrade of the Zeeland Water Treatment Works plant
from 20Ml/day to 40Ml/day, which supplies the Lephalale
municipality with potable water, was completed and commissioned
in 2012.
Recent weak market conditions led to the delay in the Char Phase
II expansion project. The completion of the bankable feasibility
study is still expected to be completed in the first half of
2013. Exxaro is also currently evaluating a bankable feasibility
study to produce market coke from semi-soft coking coal
at Grootegeluk, which is expected to be completed in 2013.
The bankable feasibility study on the Belfast project in
Mpumalanga continues to progress and is expected to be completed
in the first half of 2013. Exxaro has received the mining right
for this project in the first quarter of 2013.
The Moranbah South project is a 50/50 joint venture with Anglo
American, located in the Bowen Basin of Queensland, Australia.
The pre-feasibility study indicated a high potential for a dual
long wall mine to produce between 10 and 12Mtpa of prime hard
coking coal product. The joint value engineering between Exxaro
and Anglo American is progressing as planned and it is
anticipated that it will continue throughout the first half of
2013, after which the pre-feasibility study will be updated,
before obtaining approval to commence with the definitive
feasibility study.
Ferrous
A review of the operations and technical aspects of the Mayoko
project was completed during the second half of 2012.
Implementation of Phase I of the project has progressed rapidly
after it was approved by the Exxaro board in 2012. The immediate
priority in this regard is to produce the initial tonnes by the
second half of 2013 by focusing on transported ore which does
not require much processing. The initial phase is also aimed at
ensuring access to critical rail and port infrastructure and to
de-bottleneck the entire production and logistics chain before
ramping production up to a rate of 2Mtpa in 2014. The ultimate
objective is to develop the project in phases with eventual goal
of producing and exporting 10Mtpa by 2016/17.
A legally binding Memorandum of Understanding detailing the
principles of the final Republic of Congo mining convention was
concluded between Exxaro and the government of the Republic of
Congo in December 2012. All efforts are directed at reaching an
agreement with the government for the mining convention to be
enacted during the parliamentary session in the second half
of 2013.
Regular engagement with the relevant Republic of Congo
government authorities continues at all levels to ensure that
the project is successfully implemented.
The bankable feasibility study for the Ferrosilicon expansion
project will be conducted in 2013 and it is envisaged that
production will increase from the third quarter of 2014 ramping
up to almost double that of the existing capacity to meet
growing customer demand.

Energy
Exxaro continues to explore opportunities in the energy markets
with a focus on cleaner energy initiatives.
Cennergi, a 50/50 joint venture with Tata Power, was granted
preferred bidder status on two of its projects submitted in
Window 2 under the Independent Power Producer Procurement
Programme. The joint venture will continue to focus on obtaining
financial closure on the Amakhala and Tsitsikamma wind projects
by the first half of 2013 as well as the process of submitting
additional renewable energy projects in Window 3 of the
Department of Energy?s Renewable Energy Independent Power
Producer Programme in the third quarter of 2013.
The pre-feasibility study for the development of the 600MW coal-
fired base load independent power producer power station in the
Waterberg continues. Following a selection process, Exxaro and
an independent power producer developer concluded a project
development agreement for the development of the 600MW coal-
fired base load independent power producer power station in the
Waterberg, in November 2012. The project development agreement
was approved by the Exxaro board and remains subject only to the
conclusion of a coal supply and off-take term sheet in the
second quarter of 2013. The environmental impact assessment
process and associated studies are underway and are due for
completion during 2013. The bankable feasibility study
is conditional on the establishment of an appropriate enabling
environment in which such a development can proceed.
Thabametsi is a prospective greenfields mine adjacent to
Grootegeluk mine in the Waterberg. The development of the
project will coincide with the 600MW coal-fired base load
independent power producer power station. The mining right
application is in process and the first coal production is
expected by 2016/17, although it is dependent on the 600MW
Waterberg independent power producer and water supply
development schedules.
Exxaro and Linc Energy signed a term sheet for the development
of underground coal gasification projects in Sub-Saharan Africa
in October 2012.
Conversion of mining rights
Mining rights for Arnot, Strathrae and Belfast have been granted
and executed. Tshikondeni and Matla?s mining rights, although
granted, still require execution. Until execution, old order
mining licences remain in place.
Outlook
Exxaro will continue to focus on creating and maintaining a safe
and healthy environment for its people to work in.
Exxaro?s strategy remains focused on being a sustainable and
diversified mining company with a global footprint encompassing
significant investments in carbon, reductants, mineral sands,
ferrous and energy.
The 2013 financial and operational results are expected to be
impacted by commodity price volatility, the ZAR/US$ exchange
rate fluctuations, as well as the availability of trains in the
export coal business.
Both thermal and coking coal seaborne markets are expected to be
soft as a result of sluggish demand in Europe, India and China,
further exacerbated by increased stock levels. As a result of
this, it is expected that Exxaro will continue to pursue new
domestic markets, albeit at lower prices, in the short
to medium term.
It is expected that the domestic steam coal market will continue
to remain stable with a marginal increase in the demand from
Eskom.
Cost management across the group will remain priority for the
year ahead. As part of overcoming the current economic
challenges, Exxaro will continue to strive for cost reduction
and increased efficiencies in all its processes.
The group is focused on developing a clear ramp-up strategy for
GMEP, incorporating possible effects of the current labour
unrest at the Medupi power station. The ferrous project team
continues to focus on the Mayoko project to ensure that the
2Mtpa in Phase I is delivered successfully, on time and within
budget. This will include finalisation of key concessions with
the government of the Republic of Congo.
Exxaro?s equity income in 2013 will continue to be under
pressure. This is expected to improve in the second half of 2013.
It is believed that pigment markets will be soft in first half
of 2013, thereby resulting in tighter supply-demand conditions
in the second half of 2013. Tronox is also expected to be in a
position to fully demonstrate the value of its vertically
integrated structure and the material cost advantage which is
brought on by this structure. As reported in the Kumba Iron Ore
results announcement on 12 February 2013, annual production
volumes from Sishen mine are expected to increase in 2013,
whilst export sales volumes are expected to be similar to those
in 2012.
The financial information on which the outlook statement is
based has not been reviewed nor reported on by the group?s
external auditors. These forward-looking statements are based on
management?s current beliefs and expectations and are subject to
uncertainty and changes in circumstances. The forward-looking
statements involve risks that may affect the group?s operations,
markets, products, services and prices. Exxaro undertakes no
obligation to update or revise any forward-looking statements,
whether as a result of new information or future developments.
Changes to the board
Mr CI Griffith resigned as non-executive director effective 29
November 2012. Mr NB Mbazima was subsequently appointed to
succeed Mr Griffith as non-executive director of the board with
effect 30 November 2012. Mr U Khumalo resigned as non-executive
director effective 31 January 2013. The board expressed its
sincere appreciation to Mr Griffith and Mr Khumalo?s for their
contributions during their respective terms of office.
Final dividend
Notice is hereby given that a final gross dividend Number 20 of
150 cents per share for the 2012 financial year has been
declared payable to shareholders of ordinary shares. The total
Secondary Tax on Companies (STC) credits available for
offsetting against the new dividend tax (effective 1 April 2012)
utilised amount to 150 cents per share. The number of ordinary
shares in issue at the date of this declaration is 357 787 785.
Although the local dividend tax rate is 15%, no dividends tax
will be due as a result of the STC credits utilised (150 cents
per share). Exxaro Resources Limited?s tax reference number is
9218/098/14/4.
The salient dates relating to the payment of the dividend are as
follows:
Last day to trade cum dividend on the JSE Friday, 5 April 2013
First trading day ex dividend on the JSE   Monday, 8 April 2013
Record date                                Friday, 12 April 2013
Payment date                               Monday, 15 April 2013
No share certificates may be dematerialised or rematerialised
between Monday, 8 April 2013 and Friday, 12 April 2013, both
days inclusive. Dividends in respect of certificated
shareholders will be transferred electronically to shareholders?
bank accounts on payment date. Shareholders who hold
dematerialised shares will have their accounts at their Central
Securities Depository Participant (CSDP) or broker credited on
Monday, 15 April 2013.
On behalf of the board:

Len Konar       Sipho Nkosi                 Wim de Klerk
Chairman        Chief Executive Officer     Finance Director
6 March 2013

ANNOUNCEMENT TO SHAREHOLDERS: SECTION 45

Notice is hereby given, in terms of section 45 of the Companies
Act No 71 of 2008, as amended (the Act), that pursuant to the
authorisation granted at the General Meeting of Exxaro Resources
Limited held on 29 November 2011, the board of directors of the
Company, at its meeting held on 4 March 2013, has approved, in
accordance with section 45 of the Act and the JSE Limited
Listings Requirements, the giving of financial assistance to
related and inter-related companies of the Company up to an
amount not exceeding R40 billion, at any time and from time to
time during the period 1 January to 31 December 2013.
The board has confirmed that, after considering the reasonably
foreseeable financial circumstances of the Company, it is
satisfied that, immediately after providing such financial
assistance, the Company will satisfy the solvency and liquidity
test, as contemplated in section 45 of the Act and detailed in
section 4 of the Act; and that the terms under which such
assistance is proposed to be given are fair and reasonable to
the Company.

CH Wessels
Group Company Secretary
Corporate information

Registered Office                Transfer Secretaries
Exxaro Resources Limited         Computershare Investor
Roger Dyason Road                Services Proprietary Limited
Pretoria West, 0183              Ground Floor
Tel: +27 12 307 5000             70 Marshall Street
Fax: +27 12 323 3400             Johannesburg, 2001
                                 PO Box 61051
                                 Marshalltown, 2107

This report is available at:
www.exxaro.com
Directors: Dr D Konar*** (Chairman), SA Nkosi* (Chief Executive
Officer), WA de Klerk* (Finance Director), S Dakile-Hlongwane**,
JJ Geldenhuys***, NB Mbazima**^, VZ Mntambo**, RP Mohring***, Dr
MF Randera**, J van Rooyen***, NL Sowazi**, D Zihlangu**
* Executive   ** Non-executive   *** Independent non-executive
^
  Zambian

Prepared under supervision of: WA de Klerk, CA(SA)
Group Company Secretary: CH Wessels
Investor Relations: P Lebina (+27 12 307 3081)
Sponsor: Deutsche Securities (SA) Proprietary Limited (+27 11
775 7000)

If you have any queries regarding your shareholding in Exxaro
Resources Limited, please contact the transfer secretaries at
+27 11 370 5000.

Date: 07/03/2013 07:05:00 Supplied by www.sharenet.co.za                     
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