Exercise of conditional awards granted in terms of the long term incentive plan(LTIP SCHEME) by a director of Exxaro 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) EXERCISE OF CONDITIONAL AWARDS GRANTED IN TERMS OF THE LONG TERM INCENTIVE PLAN (LTIP SCHEME) BY A DIRECTOR OF EXXARO In terms of paragraphs 3.63 to 3.65 of the Listings Requirements of the JSE Limited (“Listings Requirements”) notice is hereby given that a director of Exxaro exercised awards granted in terms of the LTIP Scheme and sold Exxaro ordinary shares, after having received clearance to do so in terms of paragraph 3.66 of the Listings Requirements. Class of shares: Ordinary Nature of transaction: Exercise of conditional awards granted and on market sale in terms of the LTIP Scheme Nature of interest: Direct Beneficial Date of transaction: 12 November 2015 LTIP vesting date: 01 November 2015 Vesting period: 3 years Name: WA de Klerk Director: Exxaro Resources Limited LTIP award: 4,318 Number of shares vested and sold: 4,318 VWAP on day of vesting: R57.29 Sale price per share: R51.15 Value of shares: R220,865.70 CH WESSELS GROUP COMPANY SECRETARY 13 November 2015 Sponsor ABSA Bank Limited (acting through its Corporate and Investment Banking division) Date: 13/11/2015 04:47:00 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.