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 major subsidiaries of Exxaro 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 (01/05/2017 to 30/04/2020) Class of shares: Ordinary Nature of transaction: Acceptance of LTIP awards Offer price: R0 Nature of interest: Direct Beneficial Date of transaction: 8 May 2017 Vesting period: 3 years Name: MR Walker Director: Exxaro Coal Proprietary Limited Exxaro International Trading AG LTIP award: 14,212 Deemed value based on the VWAP of 1,688,954.08 R118.84 per share on 31 March 2017: CH WESSELS GROUP COMPANY SECRETARY 9 May 2017 Sponsor Absa Bank Limited, acting through its corporate and investment bank division Date: 09/05/2017 10:53:00 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.