EXX-Share Transactions 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) SHARE TRANSACTIONS In terms of paragraphs 3.63 to 3.65 of the JSE Limited Listings Requirements, notice is hereby given that a director of Exxaro and its major subsidiaries received and accepted conditional awards granted in terms of the long term incentive plan (LTIP Scheme), after having received clearance to do so in terms of paragraph 3.66 of the JSE Limited Listings Requirements. LTIP Performance period: The vesting of the LTIP awards is conditional upon the achievement of group performance targets over a period of 3 years (01/05/2015 to 30/04/2018) Class of shares: Ordinary Nature of transaction: Acceptance of LTIP awards Offer price: R0 Nature of interest: Direct Beneficial Date of transaction: 3 May 2016 Vesting period: 3 years Name: MDM Mgojo Director: Exxaro Resources Limited Exxaro Coal Proprietary Limited Exxaro Coal Mpumalanga Proprietary Limited LTIP award: 189,572 Deemed value based on the VWAP of R72.70 13,781,884.40 per share on 31 March 2016: CH WESSELS GROUP COMPANY SECRETARY 4 May 2016 Sponsor Absa Bank Limited, acting through its corporate and investment bank division Date: 04/05/2016 10:41:00 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.