EXX - Replacement BEE Transaction Investor Finalisation Announcement 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”) REPLACEMENT BEE TRANSACTION INVESTOR FINALISATION ANNOUNCEMENT Capitalised terms have the same meaning as in the announcement released on SENS on 18 September 2017 Shareholders are referred to the announcements released on SENS on 18 September 2017, 17 October 2017, 23 October 2017 and 22 November 2017 relating to the Replacement BEE Transaction. Shareholders are advised that all conditions precedent required to implement the Replacement BEE Transaction, including the Second Repurchase and the Specific Issue, have been met. In light of the conditions precedent having been met sooner than initially anticipated, the date on which the Second Repurchase, including cancellation and delisting of the Second Repurchase Scheme Shares, will be implemented (the “Repurchase Implementation Date”) and the date on which the New Empowerment Structure, including the issue of the Specific Issue Shares, will be implemented (the “BEE Implementation Date”) has been brought forward. Set out below are the revised salient dates relating to the implementation of the Replacement BEE Transaction: 2017 Finalisation announcement released on SENS Friday, 1 December Last day for Exxaro Independent Shareholders who voted Monday, 4 December against the Second Repurchase Scheme to apply to court for leave to apply for a review of the Second Repurchase Scheme in terms of section 115(3)(b) of the Companies Act Finalisation announcement published in the press Monday, 4 December Repurchase Implementation Date (including cancellation and Friday, 8 December delisting of Second Repurchase Scheme Shares) on BEE Implementation Date (including Specific Issue Shares Monday, 11 December issued) on SE van Loggerenberg Group Company Secretary Pretoria 1 December 2017 Merchant bank, financial adviser and transaction sponsor to Exxaro Rand Merchant Bank, a division of FirstRand Bank Limited Company sponsor to Exxaro Absa Bank Limited, acting through its corporate and investment banking division Date: 01/12/2017 08:00:00 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.