EXXARO RESOURCES LIMITED - Exxaro's disposal of 19,108,970 shares in Tronox and withdrawal of cautionary

Exxaro's disposal of 19,108,970 shares in Tronox and withdrawal of cautionary

EXXARO RESOURCES LIMITED
Incorporated in the Republic of South Africa
(Registration Number: 2000/011076/06)
JSE share code: EXX
ISIN: ZAE000084992
Bond Code: EXX04
ISIN No: ZAG000160326
Bond Code: EXX05
ISIN No: ZAG000160334
ADR code: EXXAY
(“Exxaro” or the “Company”)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN THE UNITED STATES, CANADA,
AUSTRALIA, JAPAN, SPAIN OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT
THE END OF THIS ANNOUNCEMENT.

EXXARO’S DISPOSAL OF 19,108,970 SHARES IN TRONOX AND WITHDRAWAL OF CAUTIONARY

Exxaro Resources Limited (JSE:EXX) shareholders are referred to the announcement regarding Exxaro’s
sales of Tronox Holdings plc (NYSE:TROX) (“Tronox”) ordinary shares (“Tronox shares”) released by the
Company on 24 February 2021. Tronox is the world’s leading integrated manufacturer of titanium dioxide
pigment, globally engaged in the mining, production and marketing of inorganic minerals and chemicals.

Exxaro today announces the pricing of its upsized offering of 19,108,970 Tronox shares in an underwritten
public offering in the United States at a public offering price of USD18.25 per share (the “Disposal”), for a
total net proceeds of approximately USD332 million (approximately ZAR4.81 billion), after deducting
underwriting discounts and commissions. In addition, Exxaro granted the underwriters a 30-day option to
purchase up to an additional 2,866,345 Tronox shares (the “Option Shares”). Settlement is expected to
occur on 1 March 2021.

J.P. Morgan, BofA Securities, Deutsche Bank Securities and Morgan Stanley are acting as joint book-running
managers and underwriters for the offering.

The Disposal represents a Category 2 transaction in terms of the JSE Limited Listings Requirements (“JSE
Listings Requirements”).

Following the Disposal, Exxaro ownership in Tronox has been reduced to the Option Shares, which represent
approximately 1.9% of Tronox’s outstanding shares. This transaction follows Exxaro’s previous
announcements of its intention to monetise its stake in Tronox.

Shareholders are reminded that as part of the 2012 transaction in which Exxaro contributed part of its mineral
sands operations to Tronox in exchange for Tronox shares, Exxaro and Tronox granted each other a “flip in”
right such that, following the occurrence of certain events, Tronox or Exxaro could exercise its option to
exchange Exxaro’s 26% shareholding in Tronox’s South African operating subsidiaries for an additional 7.2
million Tronox shares. After exercising the “flip in” option, prior to the Disposal, Exxaro owned approximately
22 million Tronox shares, which represented approximately 14.6% of Tronox’s total outstanding voting shares.

The net proceeds from the Disposal will be used by Exxaro to repay debt, invest in renewable energy projects
and to return capital to its shareholders, which it believes is in its shareholders’ best interests.

Further information required in terms of the JSE Listings Requirements is set out below:
    - Exxaro expects to receive the net cash proceeds from the offering on 26 February 2021.
    - The net asset value of the Disposal is USD 245 million or approximately ZAR 4,235 million, based on
      Exxaro’s results for the interim period to 30 June 2020.
    - Exxaro’s profits/(loss) attributable to the Disposal for the interim period to 30 June 2020 were USD
      (8) million or approximately ZAR (131) million.
As the Disposal is expected to complete on 1 March 2021, shareholders are no longer required to exercise
caution when dealing in Exxaro shares.

By order of the board
Pretoria
25 February 2021

This Category 2 transaction announcement shall not constitute an offer to sell or the solicitation of an offer to
buy these securities or any Exxaro securities, nor shall there be any sale of these securities or any Exxaro
securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state or other jurisdiction.

Editor’s note

Exxaro is a resources group with business interests in South Africa, Europe, the United States of America
and Australia. Exxaro’s asset portfolio includes coal operations and investments in iron ore, pigment
manufacturing, renewable energy (wind) and residual base metals.

Forward-Looking Statements

This Category 2 transaction announcement contains “forward-look ing statements”, which are statements that
are not historical facts and that are based upon Exxaro management’s current beliefs and expectations. These
statements are subject to uncertainty and changes in circumstances and contain words such as “believe”,
“intended”, “expect”, and “anticipate”, and include statements about expectations for future results and
actions, such as statements concerning the application of proceeds resulting from the public offering and any
future public offering. Any statement in this announcement that expresses or implies Exxaro’s intentions,
beliefs, expectations or predictions (and the assumptions underlying them) is a forward-look ing statement.
Forward-look ing statements involve inherent risk s, uncertainties and assumptions that may be beyond
Exxaro’s control. If such risks or uncertainties materialise or such assumptions prove incorrect, actual results
or actions could differ materially from those expressed or implied by such forward-look ing statements and
assumptions. The forward-look ing statements contained in this Category 2 transaction announcement are
made as at the date hereof, and Exxaro expressly disclaims any obligation to update or correct any forward-
look ing statements made herein due to the occurrence of events after the issuance of this Category 2
transaction announcement.

Enquiries
Mzila Mthenjane
Executive Head: Stakeholder Affairs
Tel: +27 12 307 4481
Mobile: +27 83 417 6375
Email: mzila.mthenjane@exxaro.com

JSE Lead Equity Sponsor and Debt Sponsor to Exxaro Resources Limited
Absa Corporate and Investment Bank, a division of Absa Bank Limited

JSE Joint Equity Sponsor to Exxaro Resources Limited
Tamela Holdings Proprietary Limited

Date: 25-02-2021 07:05:00
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