EXX - Posting of circular to Exxaro shareholders 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) POSTING OF CIRCULAR TO EXXARO SHAREHOLDERS Unless otherwise defined, all capitalised terms have the same meaning as defined in the cautionary announcements released by Exxaro on 18 September 2017 and 5 October 2017. 1. POSTING AND AVAILABILITY OF CIRCULAR As indicated in the announcement released on the Stock Exchange News Service of the JSE Limited on 17 October 2017, Exxaro Shareholders are advised that the Circular to Shareholders containing the details of the Replacement BEE Transaction, incorporating the notice of General Meeting and form of proxy has been posted today, 23 October 2017. Shareholders are further advised that the Circular is immediately available on the Company’s website: www.exxaro.com. 2. NOTICE OF GENERAL MEETING Notice is hereby given that the General Meeting of Exxaro Shareholders will be held at the Exxaro Corporate Centre, Roger Dyason Road, Pretoria West at 10:00 on Monday, 20 November 2017, to consider the resolutions as contained in the notice to the General Meeting which forms part of the Circular. 3. SALIENT DATES Set out below are the revised salient dates and times relating to the approval and implementation of the Replacement BEE Transaction: 2017 Record date to be entitled to receive the Circular incorporating the notice Wednesday, 18 October of General Meeting Posting of the Circular to Exxaro Shareholders and announcement on Monday, 23 October SENS on Last day to trade in order to be eligible to attend and vote at the General Tuesday, 7 November Meeting General Meeting Record Date in order to vote at the General Meeting Friday, 10 November For administrative purposes and the sake of good order, it will be Thursday, 16 November appreciated if Forms of Proxy be received or lodged by 10h00 on Thursday, 16 November 2017. Forms of Proxy may be lodged at any time before the commencement of the General Meeting (1) General Meeting to be held at 10h00, at the Exxaro Corporate Centre, Monday, 20 November Roger Dyason Road, Pretoria West Notes: 1. Any forms of proxy not lodged at this time must be handed to the chairperson of the General Meeting immediately prior to commencement of the General Meeting. 2. All times indicated above are South African standard times. SARET VAN LOGGERENBERG GROUP COMPANY SECRETARY 23 OCTOBER 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: 23/10/2017 11:35:00 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.