Director dealings 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 SCHEME) BY A DIRECTOR OF EXXARO, THE GROUP COMPANY SECRETARY AND DIRECTORS OF ITS MAJOR SUBSIDIARIES In terms of paragraphs 3.63 to 3.65 of the JSE Limited Listings Requirements, notice is hereby given that a director of Exxaro, the Group Company Secretary and the directors of major subsidiaries received and accepted awards granted in terms of the LTIP scheme, after having received clearance to do so in terms of the 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: 30 April 2015 Name: MDM Mgojo Director Exxaro Coal Proprietary Limited LTIP award: 68,820 Deemed value based on the prevailing market price of an Exxaro share of R100.80 on 30 April 2015 R6,937,056.00 Name: N Tsengwa Director Exxaro Coal Mpumalanga LTIP award: 28,922 Deemed value based on the prevailing market price of an Exxaro share of R100.80 on 30 April 2015 R2,915,337.60 Name: MR Walker Director Exxaro Coal Proprietary Limited, Exxaro Coal Mpumalanga Proprietary Limited and Exxaro International Trading BV LTIP award: 15,037 Deemed value based on the prevailing market price of an Exxaro share of R100.80 on 30 April 2015 R1,515,729.60 Name: CH Wessels Group Company Secretary Exxaro Resources Limited LTIP award: 15,737 Deemed value based on the prevailing market price of an Exxaro share of R100.80 on 30 April 2015 R1,586,289.60 Name: SA Nkosi Director Exxaro Resources Limited LTIP award: 196,751 Deemed value based on the prevailing market price of an Exxaro share of R100.80 on 30 April 2015 R19,832,500.60 30 April 2015 CH WESSELS GROUP COMPANY SECRETARY Sponsor Deutsche Securities (SA) Proprietary Limited Date: 30/04/2015 05:38:00 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.