Exercise of pledged and matching awards vested, and sale 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”) EXERCISE OF PLEDGED AND MATCHING AWARDS VESTED, AND SALE IN TERMS OF THE DEFERRED BONUS PLAN SCHEME (“DBP SCHEME”) BY DIRECTORS OF EXXARO AND A DIRECTOR OF ITS MAJOR SUBSIDIARY In terms of paragraphs 3.63 to 3.65 of the JSE Limited Listings Requirements, notice is hereby given that directors of Exxaro and a director of a major subsidiary of Exxaro exercised the pledged and matching awards granted in terms of the DBP Scheme and sold Exxaro ordinary shares, 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: Exercise of pledged and matching awards vested and/or on market sale in terms of the DBP Scheme Nature of interest: Direct Beneficial Date of transaction: 8 August 2015 DBP vesting date 31 August 2015 Vesting period: 3 years Name: SA Nkosi Director: Exxaro Resources Limited Pledged shares vested and released: 370 Strike price per pledged share: R163.39 VWAP on day of vesting: R67.59 Matching shares vested and sold: 370 Sale price per share: R64.58 Value of shares sold: R23,894.60 Name: MDM Mgojo Director: Exxaro Resources Limited Pledged shares vested and released: 104 Strike price per pledged share: R163.40 VWAP on day of vesting: R67.59 Matching shares vested and sold: 104 Sale price per share: R64.50 Value of shares sold: R6,708.00 Name: WA de Klerk Director: Exxaro Resources Limited Pledged shares vested and released: 234 Strike price per pledged share: R162.00 VWAP on day of vesting: R67.59 Shares transferred into his portfolio: 234 Deemed value of transferred shares: R15 116.40 (based on the closing market price of R64.60 per share as at 8 September 2015) Name: Dr N Tsengwa Director: Exxaro Coal Mpumalanga Proprietary Limited Pledged shares vested and released: 97 Strike price per pledged share: R161.45 VWAP on day of vesting: R67.59 Matching shares vested and sold: 47 Sale price per share: R64.59 Value of shares sold: R3 035.73 Shares transferred into her portfolio: 50 Deemed value of transferred shares: R3 230.00 (based on the closing market price of R64.60 per share as at 8 September 2015) CH WESSELS GROUP COMPANY SECRETARY Sponsor Deutsche Securities (SA) Proprietary Limited 10 September 2015 Date: 10/09/2015 05:15:00 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.