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Exxaro Resources Limited - Exx - Results Of The General Meeting Of Shareholders Of Exxaro

Release Date: 30/12/2016 12:42:00      Code(s): EXX     
EXXARO RESOURCES LIMITED
Incorporated in the Republic of South Africa
(Registration Number: 2000/011076/06)
JSE share code: EXX
ISIN: ZAE000084992
ADR code: EXXAY
(?Exxaro? or the ?Company?)

1. RESULTS OF THE GENERAL MEETING OF SHAREHOLDERS OF EXXARO

Exxaro shareholders are advised that at the general meeting of shareholders of the Company held on
Friday, 30 December 2016 (?General Meeting?), the special and ordinary resolution, as set out in the
notice of General Meeting forming part of the circular to shareholders dated 29 November 2016, were
passed by the requisite majority of votes of shareholders present in person or represented by proxy.

Special resolution number 2 was not put to a vote, as the Company had received no objections to
Special resolution number 1 from shareholders pursuant to Sections 115 and 164 of the Companies Act
71 of 2008, as amended, and hence the passing thereof was not required.

The total number of shares present/represented, including proxies, entitled to vote at the meeting was
146,810,262 or 75% of Exxaro?s issued share capital as at Friday, 23 December 2016, being the Voting
Record Date.

The voting results were as follows:

                                                                                            
                                                                                           SHARES
                                               TOTAL SHARES VOTED                          ABSTAINED
                                         FOR       AGAINST      NUMBER
RESOLUTION                               (%)       (%)                           %          %
Special resolution number 1              99.37%    0.63%        146,784,482      75.01%     0.01%
Specific authority, in terms of the
Companies Act and the Listings
Requirements ?to the extent that
the transaction qualifies as a
related party transaction?, for the
repurchase by the Company of its
own shares from Main Street 333
Proprietary Limited (RF) for a
purchase consideration of 
R3,524,433,435

Ordinary resolution number 1             99.43%    0.57%        146,784,482      75.01%     0.01%
General authority to implement
Special Resolution Number 1 (if
passed)

Shareholders are further advised of the following information in relation to Special resolution number
1:
Spot price                                             :       R87.95
20 day weighted average traded price                   :       R87.18
30 day weighted average traded price                   :       R87.99
Discount to 20 day weighted average traded price       :       8%
Specific repurchase price                              :       R80.20
Repurchase consideration                               :       R3 524 433 435
Repurchase shares                                      :       43 943 744 ordinary shares
% of Exxaro issued share capital                       :       12%
Information as at close of business Thursday, 29 December 2016

2. EXXARO SHARE CAPITAL

The table below sets out the authorised and issued share capital of Exxaro before and after the Specific
Repurchase:
                                                                                                     R
 Authorised
 500,000,000 ordinary shares of 0.01 cents each                                              5,000,000
 Issued ? before the Specific Repurchase
 358,115,505 ordinary shares of 0.01 cents each                                              3,581,155
 Treasury
 2,579,014 ordinary shares of 0.01 cents each                                                   25,790
 Issued ? before the Specific Repurchase net of treasury shares
 355,536,491 ordinary shares of 0.01 cents each                                              3,555,365
 Issued ? after the Specific Repurchase
 314,171,760 ordinary shares of 0.01 cents each                                              3,141,717
 Treasury
 2,579,014 ordinary shares of 0.01 cents each                                                   25,790
 Issued ? after the Specific Repurchase net of treasury shares
 311,592,746 ordinary shares of 0.01 cents each                                              3,115,927

CARINA WESSELS
GROUP COMPANY SECRETARY

30 December 2016

Merchant Bank and transaction sponsor
Rand Merchant Bank, a division of FirstRand Bank Limited

Sponsor
ABSA Bank Limited (acting through its Corporate and Investment Banking division)

Date: 30/12/2016 12:42:00 Supplied by www.sharenet.co.za                     
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