EXXARO RESOURCES LIMITED - Notification of Update to Exxaro Resources Limited's ZAR5,000,000,000 Domestic Medium Term Note Programme

Notification of Update to Exxaro Resources Limited's ZAR5,000,000,000 Domestic Medium Term Note Programme

EXXARO RESOURCES LIMITED
(Incorporated in the Republic of South Africa
(Registration number: 2000/011076/06)
(“Exxaro” or the “company”)

NOTIFICATION OF AN UPDATE TO PROGRAMME MEMORANDUM


This announcement is an amendment to the previous announcement released on the 13th of June 2019
indicating the programme size as R2,000,000,000.00 instead of the correct amount of R5,000,000,000.00. All
other information remains correct. Below is the summary of the changes.

The Issuer has received approval from the JSE Limited (“JSE”) in relation to its amended and restated
programme memorandum dated 7 June 2019 (the “Amended and Restated Programme Memorandum”),
pursuant to which the Issuer may from time to time issue notes on the terms and conditions set out in the
Amended and Restated Programme Memorandum.


A summary of the changes effected in the Amended and Restated Programme Memorandum include:
     -     aligning the Issuer and JSE responsibility statements with the exact wording in the JSE Debt Listings
           Requirements (“JSE DLRs”);
     -     changing references to the “BESA Guarantee Fund” to “JSE Debt Guarantee Fund”;
     -     introducing definitions for the “Interest Period”, “Interest Payment Dates” and “Determination Dates”
           into the pro forma Applicable Pricing Supplement;
     -     amending Condition 19 “Notices” to be aligned with the JSE DLRs;
     -     amending Condition 21 “Meeting of Noteholders/Consent Process” to be aligned with the new
           Companies Act, 2008 (meetings of shareholder provisions);
     -     introduction of a written “Consent Process” by way of Extraordinary Resolution. These amendments
           were introduced alongside the Meeting of Noteholders;
     -     amendments to the definition of “Extraordinary Resolution” and the application thereof throughout the
           Terms and Conditions;
     -     further minor clean-up changes pursuant to the JSE DLRs;
     -     updating the Programme Memorandum to provide for the recent amendments from Strate in terms of
           settlement, for example all references to the “CSD Nominees” have been deleted; and
     -     updating the Issuer disclosure and incorporating same by reference pursuant to the information
           statement dated 7 June 2019 (the “Information Statement”).

The Amended and Restated Programme Memorandum and Information Statement is available for inspection
at the registered office of the Issuer and has also been made available for inspection on the Issuer’s website
at       https://www.exxaro.com/assets/images/Programme-Memorandum_Executed_10083094_1.PDF.                 The
Amended and Restated Programme Memorandum will also be available for inspection on the JSE’s website
at www.jse.co.za.


Johannesburg
21 June 2019

Debt sponsor
Absa Bank Limited, acting through its Corporate and Investment Banking division

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