EXX: Replacement BEE transaction implementation 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 IMPLEMENTATION 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, 5 October 2017, 6 October 2017, 17 October 2017, 23 October 2017, 20 November 2017 and 1 December 2017 relating to the Replacement BEE Transaction. Shareholders are advised that the Replacement BEE Transaction, including the Second Repurchase and the Specific Issue, has been successfully implemented. Exxaro wishes to thank its Shareholders for their continuing support of Exxaro, as well as all stakeholders involved in the implementation of this landmark transaction. SE van Loggerenberg Group Company Secretary Pretoria 11 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 bank division Date: 11/12/2017 05:00:00 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.