Update on replacement BEE transaction, unwind of Exxaro's BEE transaction and renewal of cautionary Exxaro Resources Limited (Incorporated in the Republic of South Africa) Registration number: 2000/011076/06 JSE share code: EXX ISIN: ZAE000084992 ADR code: EXXAY (“Exxaro” or the “Company” or the “Group”) 3 May 2017 UPDATE ON REPLACEMENT BEE TRANSACTION, UNWIND OF EXXARO’S EXISTING BEE TRANSACTION AND RENEWAL OF CAUTIONARY We refer to SENS announcement made by Exxaro on 22 November 2016, relating to the unwind of Exxaro’s existing BEE transaction (the “MS333 Unwind”) and terms of a replacement BEE transaction (the “Replacement BEE Transaction”). Exxaro and Main Street 333 Proprietary Limited (“MS333”) have agreed an implementation agreement (the “Implementation Agreement”) which contains the salient terms of the Replacement BEE Transaction and the MS333 Unwind, however both the Replacement BEE Transaction and the MS333 Unwind are subject to the conclusion and signing of detailed transaction agreements. In terms of the Implementation Agreement, the MS333 Unwind will be implemented by no later than three months from the earlier of: i) agreement of the detailed transaction agreements; or ii) 30 April 2017, or such other date as agreed to in writing between Exxaro and MS333. The detailed terms of the Replacement BEE Transaction will be announced once the transaction agreements have been agreed and signed. Engagement between Exxaro and MS333 is still ongoing and significant progress has been made to reach agreement on the Replacement BEE Transaction terms. Detailed transaction agreements are expected to be agreed in due course. In the interim period (between 30 April 2017 and signing of detailed transaction agreements), the Implementation Agreement remains legally binding and governs the regulated sale of Exxaro shares by MS333 or any direct or indirect MS333 shareholder pursuant to the MS333 Unwind, through decision by the Joint Advisory Committee, as established pursuant to the Implementation Agreement. Shareholders are reminded that Exxaro issued a cautionary renewal announcement on the Stock Exchange News Service on 7 April 2017. In light of the above update, Exxaro shareholders are advised to continue to exercise caution when dealing in Exxaro shares. Carina Wessels Group Company Secretary & Legal Pretoria Sponsor Absa Bank Limited, acting through its corporate and investment bank division Date: 03/05/2017 10:05:00 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.