Acceptance of conditional awards granted in terms of the Long Term Incentive Plan EXXARO RESOURCES LIMITED Incorporated in the Republic of South Africa (Registration Number: 2000/011076/06) JSE share code: EXX ISIN code: ZAE000084992 ADR code: EXXAY (“Exxaro”) ACCEPTANCE OF CONDITIONAL AWARDS GRANTED IN TERMS OF THE LONG TERM INCENTIVE PLAN (LTIP) BY DIRECTORS OF EXXARO’s MAJOR SUBSIDIARIES In terms of paragraphs 3.63 to 3.65 of the JSE Limited Listings Requirements, notice is hereby given that directors of Exxaro’s major subsidiaries received and accepted awards granted in terms of the LTIP scheme, after having received clearance to do so in terms of paragraph 3.66 of the JSE Limited Listings Requirements. LTIP Performance period: The vesting of the LTIP awards is conditional upon the achievement of group performance targets over a period of 3 years (01/01/2014 to 31/12/2017) Class of shares: Ordinary Nature of transaction: Acceptance of LTIP awards Offer price based on the face value: R140.08 Nature of interest: Direct Beneficial Date of transaction: 23 May 2014 Name: IC Prinsloo Director Exxaro International Trading BV LTIP award: 10,853 Deemed value based on the prevailing market price of LTIP shares on 31 March 2014 R1,520,288.24 Name: N Tsengwa Director: Exxaro Coal Proprietary Limited LTIP award: 20,109 Deemed value based on the prevailing market price of LTIP shares on 31 March 2014 R2,816,868.72 CH WESSELS GROUP COMPANY SECRETARY 23 May 2014 Sponsor Deutsche Securities (SA) Proprietary Limited Date: 23/05/2014 04:40:00 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.