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 Resources Limited, its major subsidiaries and the Group Company Secretary 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 (01/04/2017 to 01/04/2020) Class of shares: Ordinary Nature of transaction: Acceptance of LTIP awards Offer price: R0 Nature of interest: Direct Beneficial Date of transaction: 12 May 2017 Vesting period: 3 years Name: PA Koppeschaar Director: Exxaro Resources Limited Exxaro International Trading AG LTIP award: 55,780 Deemed value based on the VWAP of R6,628,895.20 R118.84 per share on 31 March 2016: Name: MDM Mgojo Director: Exxaro Resources Limited LTIP award: 128,509 Deemed value based on the VWAP of R15,272,009.56 R118.84 per share on 31 March 2016: Name: N Tsengwa Director: Exxaro Coal Mpumalanga Proprietary Limited LTIP award: 46,952 Deemed value based on the VWAP of R5,579,775.68 R118.84 per share on 31 March 2016: Name: CH Wessels Director: Group Company Secretary LTIP award: 15,061 Deemed value based on the VWAP of R1,789,849.24 R118.84 per share on 31 March 2016: CH WESSELS GROUP COMPANY SECRETARY 16 May 2017 Sponsor Absa Bank Limited, acting through its corporate and investment bank division Date: 16/05/2017 02:57:00 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.