EXX - Special Dividend of R4.5 BN 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” or the “Company”) SPECIAL DIVIDEND OF R4,5BN In October 2017 Exxaro disposed of a portion of its shareholding in Tronox Limited (“Tronox”) following its announcement in March 2017 to monetise its stake in Tronox in a staged process over time to focus on its core operations. In assessing the application of the proceeds realised on the sale, the board of directors of Exxaro considered its growth prospects, future capital commitments, the repayment of debt and the return of capital to its shareholders. Following the evaluation of the group’s capital structure, the board of directors has resolved to pay a special dividend of R4,5 billion out of income reserves, which equates to 1255 cents per Exxaro ordinary share (“Exxaro share”). For future Tronox share disposals the board of directors will continue to evaluate its funding requirements for future capital commitments, to repay debt and to return capital to shareholders. This special dividend has been approved by the Financial Surveillance Department of the South African Reserve Bank. The special dividend is a dividend defined in the Income Tax Act, 1962. In terms of the dividend tax amendments which came into effect on 22 February 2017, the following additional information is disclosed: - The local withholding tax on dividends rate is 20%; a net local dividend amount of 1004 cents per Exxaro share is payable for shareholders liable to pay the dividend tax and 1255 cents per Exxaro share for shareholders exempt from paying the dividend tax; - The issued share capital of Exxaro at declaration date is 358 706 754 ordinary shares. - The income tax reference number of the Company is 9218 098 14 4. The timetable for the special dividend is set out below: Declaration date Tuesday, 13 February 2018 Last day to trade Tuesday, 27 February 2018 Trading ex-dividend Wednesday, 28 February 2018 Record date Friday, 2 March 2018 Payment date Monday, 5 March 2018 No dematerialisation or rematerialisation of share certificates will be allowed during the period Wednesday, 28 February 2018 to Friday, 2 March 2018. ENQUIRIES Mzila Mthenjane, Executive Head: Strategy & Stakeholder Engagement Tel: + 27 12 307 7393 Mobile: +27 83 417 6375 Email: Mzila.mthenjane@exxaro.com Saret van Loggerenberg Group Company Secretary & Legal 13 February 2018 Sponsor Absa Bank Limited, acting through its corporate and investment banking division Date: 13/02/2018 07:05:00 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.