EXXARO RESOURCES LIMITED - Results of the 17th Annual General Meeting of shareholders of Exxaro

Results of the 17th Annual General Meeting of shareholders of Exxaro

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”)

RESULTS OF THE 17TH ANNUAL GENERAL MEETING OF SHAREHOLDERS OF EXXARO

Exxaro shareholders are advised that at the annual general meeting of shareholders of the Company held
on Thursday, 24 May 2018 (“Annual General Meeting”), all the ordinary and special resolutions, as set
out in the notice of the Annual General Meeting forming part of the 2017 Summarised Group Annual
Financial Statements and Notice of Annual General Meeting, were passed by the requisite majority of
votes of shareholders present in person or represented by proxy.

The total number of shares present/represented, including proxies, at the meeting was 298 592 909 or
83.24% of Exxaro’s issued share capital as at Friday, 18 May 2018, being the voting record date.

The voting results were as follows:
                                                                                         
                                                 TOTAL SHARES VOTED                      SHARES
                                                                                         ABSTAINED
 RESOLUTION                           FOR      AGAINST     NUMBER           %            NUMBER
                                      (%)      (%)
 Ordinary resolution number 1
 Resolution to elect directors
 1.1 Election of MW Hlahla as         93.75    6.25        298 562 460      100          30 449
      a director
 1.2 Election of D Mashile-           93.59    6.41        298 562 460      100          30 449
      Nkosi as a director
 1.3 Election of L Mbatha as a        93.68    6.32        298 562 460      100          30 449
      director
 1.4 Election of VZ Mntambo           75.45    24.55       293 527 755      100          5 065 154
      as a director
 1.5 Election of V Nkonyeni as        99.92    0.08        298 562 460      100          30 449
      a director
 1.6 Election of A Sing as a          99.99    0.01        298 549 502      100          43 407
      director
 1.7 Election of J van Rooyen         98.61    1.39        298 562 287      100          30 622
      as a director
 Ordinary resolution number 2
 Resolution to elect group audit
 committee members
 2.1 Election of EJ Myburgh as        99.96    0.04        298 562 202      100          30 707
      a member of the group
      audit committee
                                                                             
                                                 TOTAL SHARES VOTED                      SHARES
                                                                                         ABSTAINED
RESOLUTION                          FOR        AGAINST     NUMBER           %            NUMBER
                                    (%)        (%)
2.2    Election of V Nkonyeni as    100        0           298 562 235     100          30 674
       a member of the group
       audit committee
2.3 Election of J van Rooyen        97.69      2.31        298 562 062     100          30 847
       as a member of the group
       audit committee
Ordinary resolution number 3
Resolution to elect group social
and ethics committee members
3.1 Election of L Mbatha as a       95.583     4.47        298 562 235     100          30 674
       member of the group
       social and ethics
       committee
3.2 Election of A Sing as a         100        0           298 549 244     100          43 665
       member of the group
       social and ethics
       committee
3.3 Election of PCCH Snyders        100        0           298 561 602     100          31 307
       as a member of the group
       social and ethics
       committee
Ordinary resolution number 4        99.13      0.87        298 563 708     100          29 201
Resolution to reappoint
PricewaterhouseCoopers
Incorporated as independent
external auditors  

Ordinary resolution number 5        84.14      15.86       298 563 579     100          29 330
Resolution of general authority
to issue shares for cash  

Ordinary resolution number 6        83.52      16.48       298 562 952     100          29 957
Resolution to place unissued
ordinary shares under the
control of the directors

Ordinary resolution number 7        99.98      0.02        298 563 412     100          29 497
Resolution to authorise
directors and/or group company
secretary to implement the
resolutions set out in the notice
convening the annual general
meeting
                                                                                   
                                                TOTAL SHARES VOTED                      SHARES
                                                                                        ABSTAINED
 RESOLUTION                          FOR       AGAINST    NUMBER           %            NUMBER
                                     (%)       (%)
 Special resolution number 1         99.84     0.16       298 562 382      100          30 527
 Special resolution to approve
 non-executive directors’ fees for
 the period 1 June 2018 to the
 next annual general meeting

 Special resolution number 2         77.80     22.20      298 562 062      100          30 847
 Special resolution to approve 
 the adoption of a replacement
 memorandum of incorporation

 Special resolution number 3         95.50     4.50       298 244 058      100          348 851
 Special resolution to approve
 the general authority to
 repurchase shares

 Non-binding advisory vote 1         82.89     17.11      298 562 132      100          30 777
  Non-binding advisory vote to
 approve the remuneration
 policy
 
 Non-binding advisory vote 2         83.28     16.72      297 922 495      100          670 414
 Non-binding advisory vote to
 approve the implementation of
 the remuneration policy

SE VAN LOGGERENBERG
GROUP COMPANY SECRETARY

24 May 2018

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

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