Revised terms and fulfillment of conditions precedent to the Exxaro acquisition of Total Coal South Africa EXXARO RESOURCES LIMITED (Incorporated in the Republic of South Africa) (Registration number: 2000/011076/06) ISIN: ZAE000084992 JSE Share Code: EXX ADR Code: EXXAY (“Exxaro” or “the Company”) REVISED TERMS AND FULFILLMENT OF CONDITIONS PRECEDENT TO THE EXXARO ACQUISITION OF TOTAL COAL SOUTH AFRICA PROPRIETARY LIMITED (“TCSA”) Exxaro shareholders are referred to the announcement released by the Company on the Stock Exchange News Service on 28 July 2014, advising that Exxaro had entered into a binding sale and purchase agreement (‘SPA”) with Total S.A. (“Total”) to acquire 100% of the issued share capital of TCSA and its related export marketing rights under its primary Richards Bay Coal Terminal allocation (“the Acquisition”). Shareholders are advised that approval in terms of Section 11 of the Mineral and Petroleum Resources Development Act 28 of 2002 has been granted by the Minister of Mineral Resources of South Africa. Accordingly, all conditions precedent to the Acquisition have now been fulfilled. Furthermore, shareholders are advised that following engagement and agreement between Exxaro and Total, the SPA is to be amended as follows: * A reduced purchase consideration: In the 12-month period since the Acquisition was announced, commodity market conditions have deteriorated significantly. As a consequence, Exxaro and Total have agreed to a reduction in the purchase consideration to take into account the change in market circumstances. In terms of the agreement reached, the revised purchase consideration payable by Exxaro to Total will be an upfront cash payment of US$262 million, plus a maximum additional amount of US$120 million structured as a series of deferred payments (“Deferred Payments”). The Deferred Payments, if made, will be payable by Exxaro to Total in tranches based on the average Richards Bay API4 coal price realised between now and 2019 as follows: Reference API4 coal Deferred (3) year price range Payments (1) (2) US$/ton US$m 2015 60-80 10 2016 60-80 25 2017 60-80 25 2018 60-90 25 2019 60-90 35 120 (1) Should the average API4 coal price in the reference year be below the price range no Deferred Payment will be made and if the price is above the range the full Deferred Payment will be made. (2) Should the average API4 coal price in the reference year be within the price range the Deferred Payment will be calculated on a linear pro-rata basis. (3) The reference year will be from 1 January to 31 December. For 2015, the average API4 coal price will be calculated from August 2015 to December 2015. * The inclusion of additional broad-based empowerment participants: Exxaro has committed to creating, on arms-length commercial terms, a new black economic empowerment participation in the investment. Exxaro management is considering various options in this regard. Further information regarding the salient details of the transaction is published on the Exxaro website on http://www.exxaro.com/index.php/investors/corporate-actions/ A teleconference will be held Wednesday, 12 August 2015 at 10h00 South African Time (GMT+2:00) where Exxaro executives will discuss today’s announcement. To participate, please dial one of the following numbers: Johannesburg: 011 535 3600 or 010 201 6800 Cape Town: 021 819 0900 SA toll-free: 0 800 200 648 UK toll-free: 0 808 162 4061 Australia toll-free: 1 800 350 100 USA & Canada: 1 855 481 5362 Other: +27 11 535 3600 A playback will be available for seven days from 12 August 2015 until 17 August 2015: Playback code: 399276# South Africa: 011 305 2030 UK Toll-free 0 808 234 6771 Australia toll-free: 1 800 091 250 USA & Canada: 1 855 481 5363 Other: +27 11 305 2030 11 August 2015 Sponsor Deutsche Securities (SA) Proprietary Limited For enquiries: Wim de Klerk Finance Director Tel: +27 12 307 4848 Mobile: +27 0 82 652 5145 Email: wim.deklerk@exxaro.com Mzila Mthenjane Executive Head: Strategy & Stakeholder Engagement Tel: +27 12 307 7393 Mobile: +27 83 417 6375 Email: mzila.mthenjane@exxaro.com Date: 11/08/2015 05:30:00 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.