Acceptance of awards granted, and purchase and pledging of shares in terms of the DBP 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’S MAJOR SUBSIDIARIES In terms of paragraphs 3.63 to 3.65 of the Listings Requirements of the JSE Limited ("Listings Requirements") notice is hereby given that directors of Exxaro’s 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 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 August 2018 Date of transaction: 1 October 2015 Name: MR Walker Director: Exxaro Coal Proprietary Limited Number of bought and pledged shares: 366 Offer price per share: R54.80 Total value of shares: R20,056.80 Name: N Tsengwa Director: Exxaro Coal Mpumalanga Proprietary Limited Number of bought and pledged shares: 532 Offer price per share: R54.68 Total value of shares: R29,089.76 CH WESSELS GROUP COMPANY SECRETARY 2 October 2015 Sponsor Absa Bank Limited (acting through its Corporate and Investment Banking Division Date: 02/10/2015 05:14:00 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.