Acceptance of conditional awards, and purchase and pledging of shares in terms of the Deferred Bonus Plan Scheme 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, AND PURCHASE AND PLEDGING OF SHARES IN TERMS OF THE DEFERRED BONUS PLAN SCHEME (“DBP SCHEME”) TO DIRECTORS OF EXXARO AND ITS MAJOR SUBSIDIARIES AND THE GROUP COMPANY SECRETARY In terms of paragraphs 3.63 to 3.65 of the JSE Limited Listings Requirements, notice is hereby given that the directors of Exxaro, the Group Company Secretary and the directors of major subsidiaries accepted awards granted, and bought and pledged shares in terms of the DBP Scheme, after having received clearance to do so in terms of paragraph 3.66 of the JSE Limited Listings Requirements. Class of shares: Ordinary Nature of transaction: Acceptance of awards granted, and purchase and pledging of shares in terms of the DBP Scheme Nature of interest: Direct Beneficial Vesting period: 3 years DBP vesting date: 31 March 2018 Date of transaction: 4 May 2015 Name: SA Nkosi Director: Exxaro Resources Limited Number of shares: 4,864 Offer price per share: R98.60 Number of shares: 11,095 Offer price per share: R100.00 Total number of bought and pledged shares: 15,959 Total value of shares: R1,589,090.40 Name: WA de Klerk Director: Exxaro Resources Limited Number of shares: 6,830 Offer price per share: R100.00 Number of shares: 1,516 Offer price per share: R99.98 Number of shares: 444 Offer price per share: R99.97 Total number of bought and pledged shares: 8,790 Total value of shares: R878,956.36 Name: N Tsengwa Director: Exxaro Coal Mpumalanga Proprietary Limited Number of bought and pledged shares: 1,812 Offer price per share: R100.00 Total value of shares: R181,200.00 Name: MR Walker Director: Exxaro Coal Proprietary Limited Number of bought and pledged shares: 1,111 Offer price per share: R100.14 Total value of shares: R111,255.54 Name: AM Mukhuba Director: Exxaro Coal Proprietary Limited Number of bought and pledged shares: 1,030 Offer price per share: R100.00 Total value of shares: R103,000.00 Name: CH Wessels Group Company Secretary: Exxaro Resources Limited Number of bought and pledged shares: 1,163 Offer price per share: R100.13 Total value of shares: R116,451.19 CH WESSELS GROUP COMPANY SECRETARY 6 May 2015 Sponsor Deutsche Securities (SA) Proprietary Limited Date: 06/05/2015 12:15:00 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.