EXX - Board Committee Changes & Exercise of pledged and matching awards vested, released and sold 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” or the “Company”) CHANGES TO THE BOARD COMMITTEES OF EXXARO RESOURCES LIMITED AND EXERCISE OF PLEDGED AND MATCHING AWARDS VESTED, RELEASED AND SOLD IN TERMS OF THE DEFERRED BONUS PLAN SCHEME (DBP SCHEME) BY A DIRECTOR OF EXXARO AND THE GROUP COMPANY SECRETARY In compliance with paragraph 3.59 of the JSE Limited Listings Requirements, shareholders of diversified resources group Exxaro are advised that the following changes have been made to the composition of the Company’s Board Committees with effect from 5 April 2016: - Dr CJ Fauconnier has been appointed as chairman of the Remuneration and Nomination Committee (although the chairman of the Board continues to chair nomination matters). - Mrs S Dakile-Hlongwane has been appointed as a member of the Social and Ethics Committee. In terms of paragraphs 3.63 to 3.65 of the JSE Limited Listings Requirements, notice is hereby further given that a director of Exxaro and the group company secretary of Exxaro exercised 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: 1 April 2016 DBP vesting date 31 March 2016 Vesting period: 3 years Name: MDM Mgojo Director: Exxaro Resources Limited Pledged shares vested, released and transferred to personal portfolio: 3,854 Strike price per pledged share: R142.00 VWAP on day of vesting: R72.97 Matching shares vested and sold: 1,745 Sale price per share: R72.35 Value of shares sold: R126 250.75 Matching shares vested and released (transferred to personal portfolio): 2,109 Sale price per share: R72.97 Value of shares transferred: R153 893.73 Name: CH Wessels Group Company Secretary: Exxaro Resources Limited Pledged shares vested and released and transferred to personal portfolio: 428 Strike price per pledged share: R143.95 VWAP on day of vesting: R72.97 Matching shares vested and sold: 428 Sale price per share: R72.55 Value of shares sold: R31 051.40 CH WESSELS GROUP COMPANY SECRETARY 5 April 2016 Sponsor Absa Bank Limited, acting through its corporate and investment bank division Date: 05/04/2016 11:15:00 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.