EXX - Exercise of pledged and matching awards vested and sale in terms of Deferred Bonus Plan Scheme by directors 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 In terms of paragraphs 3.63 to 3.65 of the JSE Limited Listings Requirements, notice is hereby given that directors 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: 14 March 2016 DBP vesting date: 8 March 2016 Vesting period: 3 years Name: SA Nkosi Director: Exxaro Resources Limited Pledged shares vested and released: 1,326 Strike price per pledged share: R151.10 VWAP on day of vesting: R79.73 Matching shares vested and sold: 1,326 Sale price per share: R79.20 Value of shares sold: R105 019.20 Name: MDM Mgojo Director: Exxaro Resources Limited Pledged shares vested and released: 127 Strike price per pledged share: R150.93 VWAP on day of vesting: R79.73 Matching shares vested and sold: 58 Sale price per share: R79.16 Value of shares sold: R4 591.28 Matching shares vested and released (transferred to personal portfolio): 69 Sale price per share: R79.16 Value of shares transferred: R5 462.04 EXERCISE OF RIGHTS VESTED AND SOLD IN TERMS OF THE SHARE APPRECIATION SCHEME (SAR SCHEME) BY A DIRECTOR OF A MAJOR SUBSIDIARY OF EXXARO In terms of paragraphs 3.63 to 3.65 of the JSE Limited Listings Requirements, notice is further given that a director of a major subsidiary of Exxaro exercised rights vested in terms of the SAR 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 rights vested in terms of the SAR Scheme and on market sale Nature of interest: Direct Beneficial Date of transaction: 14 March 2016 SAR vesting period: 7 years Name: IC Prinsloo Director: Exxaro International Trading AG SAR vesting date: 1 April 2012 Number of shares vested and sold: 1,095 Strike price: R67.07 VWAP: R79.73 Sale price per share: R79.90 Total value of transaction: R87 490.50 CH WESSELS GROUP COMPANY SECRETARY 16 March 2016 Sponsor Absa Bank Limited, acting through its corporate and investment bank division Date: 16/03/2016 12:50:00 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.