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Exxaro Resources Limited - Update On Replacement Bee Transaction, Unwind Of Exxaros Bee Transaction And Renewal Of Cautionary

Release Date: 03/05/2017 10:05:00      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? or the ?Group?)


3 May 2017


UPDATE ON REPLACEMENT BEE TRANSACTION, UNWIND OF EXXARO?S EXISTING BEE TRANSACTION
AND RENEWAL OF CAUTIONARY


We refer to SENS announcement made by Exxaro on 22 November 2016, relating to the unwind of Exxaro?s
existing BEE transaction (the ?MS333 Unwind?) and terms of a replacement BEE transaction (the ?Replacement
BEE Transaction?).


Exxaro and Main Street 333 Proprietary Limited (?MS333?) have agreed an implementation agreement (the
?Implementation Agreement?) which contains the salient terms of the Replacement BEE Transaction and the
MS333 Unwind, however both the Replacement BEE Transaction and the MS333 Unwind are subject to the
conclusion and signing of detailed transaction agreements. In terms of the Implementation Agreement, the MS333
Unwind will be implemented by no later than three months from the earlier of: i) agreement of the detailed
transaction agreements; or ii) 30 April 2017, or such other date as agreed to in writing between Exxaro and
MS333. The detailed terms of the Replacement BEE Transaction will be announced once the transaction
agreements have been agreed and signed.


Engagement between Exxaro and MS333 is still ongoing and significant progress has been made to reach
agreement on the Replacement BEE Transaction terms. Detailed transaction agreements are expected to be
agreed in due course.


In the interim period (between 30 April 2017 and signing of detailed transaction agreements), the Implementation
Agreement remains legally binding and governs the regulated sale of Exxaro shares by MS333 or any direct or
indirect MS333 shareholder pursuant to the MS333 Unwind, through decision by the Joint Advisory Committee, as
established pursuant to the Implementation Agreement.

Shareholders are reminded that Exxaro issued a cautionary renewal announcement on the Stock Exchange News
Service on 7 April 2017. In light of the above update, Exxaro shareholders are advised to continue to exercise
caution when dealing in Exxaro shares.


Carina Wessels
Group Company Secretary & Legal
Pretoria
Sponsor
Absa Bank Limited, acting through its corporate and investment bank division

Date: 03/05/2017 10:05:00 Supplied by www.sharenet.co.za                     
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