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 directors of Exxaro and directors of Exxaro’s major subsidiaries exercised pledged and matching awards vested and released in terms of the Deferred Bonus Plans Scheme (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 released and on market sale in terms of the DBP Scheme Nature of interest: Direct Beneficial Date of transaction: 4 April 2017 DBP vesting date 31 March 2017 Vesting period: 3 years Name: MR Walker Position: Director: Exxaro Coal Proprietary Limited and Exxaro International Trading AG Pledged shares vested, released and 732 transferred to personal portfolio Strike price per pledged share R145.40 Matching shares vested, released and 375 transferred to personal portfolio VWAP on day of vesting R118.42 Matching shares vested and sold for purposes of 357 settling the associated tax payable only Sale price per share R126.60 Value of shares sold R45 196.20 Name: PA Koppeschaar Position: Director: Exxaro International Trading AG; Exxaro Resources Limited Pledged shares vested, released and 2 735 transferred to personal portfolio Strike price per pledged share 1 035 at R144.74 1 700 at R144.75 Matching shares vested, released and 1 404 transferred to personal portfolio VWAP on day of vesting R118.42 Matching shares vested and sold for purposes of 1 331 settling the associated tax payable only Sale price per share R126.60 Value of shares sold R168 504.60 Name: MDM Mgojo Position: Director: Exxaro Resources Limited Pledged shares vested, released and 4 560 transferred to personal portfolio Strike price per pledged share 3 521 at R146.95 59 at R146.92 980 at R146.91 Matching shares vested, released and 2 341 transferred to personal portfolio VWAP on day of vesting R118.42 Matching shares vested and sold for purposes of 2 219 settling the associated tax payable only Sale price per share R126.95 Value of shares sold R281 702.05 CH WESSELS GROUP COMPANY SECRETARY 6 April 2017 Sponsor: Absa corporate and investment bank, a division of Absa Bank Limited Date: 06/04/2017 09:30:00 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.