EXX - Notice of Exxaro Annual General Meeting and No Change Statement 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”) NOTICE OF EXXARO ANNUAL GENERAL MEETING AND NO CHANGE STATEMENT Shareholders are hereby advised that the notice of the 15th annual general meeting of Exxaro shareholders to be held at the Exxaro Corporate Centre, Roger Dyason Road, Pretoria West, South Africa, at 11:00 on Thursday, 26 May 2016 (which includes the summarised group annual financial statements for the year ended 31 December 2015) was distributed today. The annual integrated report, audited group annual financial statements, supplementary report and mineral resources and reserves statement for the year ended 31 December 2015 will be available on the company’s website (www.exxaro.com) by, latest, 3 May 2016. The board of directors of the company has determined, in accordance with section 59(1)(a) and (b) of the Companies Act 71 of 2008, as amended (Companies Act), that the record date for shareholders to receive notice of the annual general meeting (the notice record date) was Friday, 15 April 2016, and the record date for shareholders to be recorded as such in the shareholders’ register, maintained by the transfer secretaries of the company, to be able to attend, participate in and vote at the annual general meeting (the voting record date) is Friday, 13 May 2016. Therefore the last day to trade in the company’s shares on the JSE to be recorded in the share register on the voting record date is Friday, 6 May 2016. Shareholders are further advised that the audited group annual financial statements for the year ended 31 December 2015, are unchanged from the reviewed group annual financial results which were published on SENS on 3 March 2016 and in the press on 4 March 2016. PricewaterhouseCoopers Incorporated audited the group annual financial statements as well as the summarised group annual financial statements and their unqualified reports are available for inspection at the registered office of the company. CH WESSELS GROUP COMPANY SECRETARY Pretoria 22 April 2016 Sponsor Absa Bank Limited, acting through its corporate and investment bank division Date: 22/04/2016 11:00:00 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.