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: ZAE000084992 ADR code: EXXAY (“Exxaro”) ACCEPTANCE OF CONDITIONAL AWARDS GRANTED IN TERMS OF THE LONG TERM INCENTIVE PLAN (LTIP) BY A DIRECTOR OF AN EXXARO MAJOR SUBSIDIARY In terms of paragraphs 3.63 to 3.65 of the JSE Limited Listings Requirements, notice is hereby given that a director of an Exxaro major subsidiary 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 (01/04/2015 to 31/03/2018) Class of shares: Ordinary Nature of transaction: Acceptance of LTIP awards Offer price: R0 Nature of interest: Direct Beneficial Date of transaction: 24 April 2015 Name: IC Prinsloo Director: Exxaro International Trading LTIP award: 15,610 Deemed value based on the prevailing market price of an Exxaro share of R100.80 on 24 April 2015: R1, 573,488.00 28 April 2015 CH WESSELS GROUP COMPANY SECRETARY Sponsor Deutsche Securities (SA) Proprietary Limited Date: 28/04/2015 04:30:00 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.