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EXX - Exxaro Resources Limited - Results of meetings and fulfillment of conditions precedent 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 MEETINGS AND FULFILLMENT OF CONDITIONS PRECEDENT Annual General Meeting Shareholders are advised that the ordinary and special resolutions proposed at the eleventh annual general meeting of shareholders of the Company held on Tuesday, 22 May 2012, were duly passed by the requisite majority votes. General Meeting Shareholders are further advised that the ordinary and special resolutions proposed at the general meeting of shareholders of the Company held on Tuesday, 22 May 2012, were duly passed by the requisite majority votes. Fulfillment of conditions precedent The conditions precedent set out in the circular to shareholders dated 16 April 2012 ("the circular") relating to the Company`s proposed Replacement ESOP (as defined in the circular) have been fulfilled by the passing of the above resolutions at the general meeting, as well as prior to the general meeting on receipt of the consents required from Anglo South African Capital Limited and BHP Billiton SA Holdings Limited. The Replacement ESOP will resultantly commence on 1 July 2012, however the further specific issue for cash remains conditional upon the Tronox transaction (as defined in the circular) not becoming unconditional in accordance with its terms and not being implemented by 30 September 2012. Registration of special resolutions Where applicable, the special resolutions will be submitted for registration to the Companies and Intellectual Property Commission in due course. CH Wessels Group Company Secretary Pretoria 22 May 2012 Sponsor Deutsche Securities (SA) Proprietary Limited Date: 22/05/2012 17:00:02 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.
