Results of the 17th Annual General Meeting of shareholders of Exxaro 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”) RESULTS OF THE 17TH ANNUAL GENERAL MEETING OF SHAREHOLDERS OF EXXARO Exxaro shareholders are advised that at the annual general meeting of shareholders of the Company held on Thursday, 24 May 2018 (“Annual General Meeting”), all the ordinary and special resolutions, as set out in the notice of the Annual General Meeting forming part of the 2017 Summarised Group Annual Financial Statements and Notice of Annual General Meeting, were passed by the requisite majority of votes of shareholders present in person or represented by proxy. The total number of shares present/represented, including proxies, at the meeting was 298 592 909 or 83.24% of Exxaro’s issued share capital as at Friday, 18 May 2018, being the voting record date. The voting results were as follows: TOTAL SHARES VOTED SHARES ABSTAINED RESOLUTION FOR AGAINST NUMBER % NUMBER (%) (%) Ordinary resolution number 1 Resolution to elect directors 1.1 Election of MW Hlahla as 93.75 6.25 298 562 460 100 30 449 a director 1.2 Election of D Mashile- 93.59 6.41 298 562 460 100 30 449 Nkosi as a director 1.3 Election of L Mbatha as a 93.68 6.32 298 562 460 100 30 449 director 1.4 Election of VZ Mntambo 75.45 24.55 293 527 755 100 5 065 154 as a director 1.5 Election of V Nkonyeni as 99.92 0.08 298 562 460 100 30 449 a director 1.6 Election of A Sing as a 99.99 0.01 298 549 502 100 43 407 director 1.7 Election of J van Rooyen 98.61 1.39 298 562 287 100 30 622 as a director Ordinary resolution number 2 Resolution to elect group audit committee members 2.1 Election of EJ Myburgh as 99.96 0.04 298 562 202 100 30 707 a member of the group audit committee TOTAL SHARES VOTED SHARES ABSTAINED RESOLUTION FOR AGAINST NUMBER % NUMBER (%) (%) 2.2 Election of V Nkonyeni as 100 0 298 562 235 100 30 674 a member of the group audit committee 2.3 Election of J van Rooyen 97.69 2.31 298 562 062 100 30 847 as a member of the group audit committee Ordinary resolution number 3 Resolution to elect group social and ethics committee members 3.1 Election of L Mbatha as a 95.583 4.47 298 562 235 100 30 674 member of the group social and ethics committee 3.2 Election of A Sing as a 100 0 298 549 244 100 43 665 member of the group social and ethics committee 3.3 Election of PCCH Snyders 100 0 298 561 602 100 31 307 as a member of the group social and ethics committee Ordinary resolution number 4 99.13 0.87 298 563 708 100 29 201 Resolution to reappoint PricewaterhouseCoopers Incorporated as independent external auditors Ordinary resolution number 5 84.14 15.86 298 563 579 100 29 330 Resolution of general authority to issue shares for cash Ordinary resolution number 6 83.52 16.48 298 562 952 100 29 957 Resolution to place unissued ordinary shares under the control of the directors Ordinary resolution number 7 99.98 0.02 298 563 412 100 29 497 Resolution to authorise directors and/or group company secretary to implement the resolutions set out in the notice convening the annual general meeting TOTAL SHARES VOTED SHARES ABSTAINED RESOLUTION FOR AGAINST NUMBER % NUMBER (%) (%) Special resolution number 1 99.84 0.16 298 562 382 100 30 527 Special resolution to approve non-executive directors’ fees for the period 1 June 2018 to the next annual general meeting Special resolution number 2 77.80 22.20 298 562 062 100 30 847 Special resolution to approve the adoption of a replacement memorandum of incorporation Special resolution number 3 95.50 4.50 298 244 058 100 348 851 Special resolution to approve the general authority to repurchase shares Non-binding advisory vote 1 82.89 17.11 298 562 132 100 30 777 Non-binding advisory vote to approve the remuneration policy Non-binding advisory vote 2 83.28 16.72 297 922 495 100 670 414 Non-binding advisory vote to approve the implementation of the remuneration policy SE VAN LOGGERENBERG GROUP COMPANY SECRETARY 24 May 2018 Sponsor ABSA Bank Limited (acting through its Corporate and Investment Banking division) Date: 24/05/2018 03:55:00 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.