Exxaro to provide financial assistance to Black Economic Empowerment ("BEE") shareholder 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”) EXXARO TO PROVIDE FINANCIAL ASSISTANCE TO BLACK ECONOMIC EMPOWERMENT (“BEE”) SHAREHOLDER Exxaro’s BEE shareholder consortium, Mainstreet 333 Proprietary Limited (“MS333”), holds a 52,09% interest in the company. In November 2013, MS333 raised a R3,8 billion preference share facility (“Preference Share Facility”) with a consortium of banks (“Funders”) to refinance the acquisition debt that it had raised in 2006 on the initial acquisition of M333’s controlling interest in Exxaro. The Preference Share Facility is secured by MS333’s shareholding in Exxaro. As a result of the recent decline in underlying commodity prices and its impact upon the Exxaro share price, MS333 has requested an interim loan to the value of R400 million (“the Loan”) from Exxaro to repay a portion of the Preference Share Facility and ensure compliance with the terms thereof. Exxaro is of the view that it is in the best interests of the company and its shareholders to provide such loan to MS333 in order to ensure continued majority black ownership and control of Exxaro. Shareholders are reminded that an announcement was made on 3 December 2014 that the Board of Directors of the company had approved the provision of financial assistance to related and interrelated companies of the group in terms of section 45 of the Companies Act, 71 of 2008, as amended up to an amount not exceeding R40 billion, at any time and from time to time during the period 1 January 2015 to 31 December 2015. Although the Loan had not been contemplated at the time and a separate resolution by the Board of Directors of the company only passed now to approve such, the Loan would not result in the company exceeding the previously approved total financial assistance for 2015 of R40 billion. Exxaro will therefore extend the Loan to MS333, on commercial, arm’s length terms, by drawing down on its existing debt facilities, which amount MS333 will use to repay a portion of the Preference Share Facility. It is foreseen that R200 million of the Loan will be settled by MS333 in the near term through a coordinated placement of a number of Exxaro shares in the open market so as to still retain MS333’s majority interest in the company. Further discussions between MS333, related parties, Exxaro and the Funders, regarding a longer-term solution, are in progress and will be communicated once finalised. Pretoria 24 July 2015 Editor’s note: Exxaro is one of the largest South African based diversified resources companies, with interests in the Coal, Titanium Dioxide, Iron ore and Energy commodities. www.exxaro.com Enquiries: Wim de Klerk Finance Director Tel: + 27 12 307 4848 Mobile: +27 82 652 5145 Email: wim.deklerk@exxaro.com Sponsor Deutsche Securities (SA) Proprietary Limited Date: 24/07/2015 01:45:00 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.