EXX - Posting of Circular to Company Shareholders 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”) POSTING OF CIRCULAR TO COMPANY SHAREHOLDERS As indicated in the announcement released on the Stock Exchange News Service of the JSE Limited on 22 November 2016, shareholders are advised that the circular to Exxaro shareholders containing details of the Specific Repurchase, incorporating a notice of general meeting (“General Meeting”) and a form of proxy has been posted today, 29 November 2016 (“the Circular”). Exxaro shareholders are advised that the Circular is immediately available on the Company’s website: www.exxaro.com. Notice of the General Meeting Notice is hereby given that the General Meeting of Exxaro shareholders will be held at the Exxaro Corporate Centre, Roger Dyason Road, Pretoria West at 10:00 on Friday, 30 December 2016, to transact the business as stated in the General Meeting notice forming part of the Circular (“the Notice of General Meeting”). Salient dates 2016 Record date to determine which shareholders are entitled to Friday, 18 November receive the Notice of General Meeting Last day to trade in order to be eligible to attend and vote at Tuesday, 20 December the General Meeting Record date to determine which shareholders are entitled to Friday, 23 December attend and vote at the General Meeting Forms of proxy for the General Meeting to be lodged by 10h00 on* Wednesday, 28 December *any proxies not lodged by this time must be handed to the chairperson of the General Meeting immediately prior to the General Meeting. CARINA WESSELS GROUP COMPANY SECRETARY Pretoria 29 November 2016 Merchant Bank and transaction sponsor Rand Merchant Bank, a division of FirstRand Bank Limited Sponsor Absa Bank Limited, acting through its corporate and investment bank division Date: 29/11/2016 12:53:00 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.