EXXARO RESOURCES LIMITED - Voluntary - Confirmation of the regulatory approvals for the disposal of the equity interest in ECC and Closing Date

Voluntary - Confirmation of the regulatory approvals for the disposal of the equity interest in ECC and Closing Date

 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
 Bond Code: EXX04
 ISIN No: ZAG000160326
 Bond Code: EXX05
 ISIN No: ZAG000160334
 (“Exxaro” or the “Company”)

 VOLUNTARY UPDATE ANNOUNCEMENT – CONFIRMATION OF THE REGULATORY APPROVALS
 FOR THE DISPOSAL OF THE EQUITY INTEREST IN EXXARO COAL CENTRAL PROPRIETARY
 LIMITED (“ECC”) AND CLOSING DATE

1.       Regulatory Approvals

         Shareholders are referred to the announcement on 9 April 2021 on the Stock Exchange News
         Service of the JSE Limited that Exxaro had identified assets that were non-core to the future
         strategic objectives of its sustainable growth approach. Exxaro had signed a definitive sale of
         shares and settlement of sale claims agreement (“SPA”) with Overlooked Colliery Proprietary
         Limited (“Overlooked”) whereby Overlooked is to acquire all of the issued shares in and settle
         certain shareholder claims against ECC (“ECC Transaction”).

         Shareholders are advised that all the conditions precedent to the ECC Transaction were fulfilled
         on 2 August 2021. The conditions precedent included the approval of the South African
         competition authorities and the Department of Mineral Resources and Energy.

         The ECC Transaction will now proceed to closure with a closing date of 31 August 2021 (“Closing
         Date”).

2.       Conclusion

         The closing of ECC’s successful sale marks a milestone in Exxaro’s portfolio optimisation strategy.
         Further, it fulfils our strategic objective of empowering and building a black-owned mining operator,
         such as Overlooked, given the South African mining and energy context, thus confirming Exxaro’s
         strategic view that the assets do have value and that a different operator could be better placed to
         extract the maximum value from these assets. Exxaro has commenced a well-prepared separation
         process and is working towards the full integration under Overlooked so that Overlooked is in a
         position to efficiently run the asset from the Closing Date.

 Karen Mare
 ACTING GROUP COMPANY SECRETARY

 3 August 2021

Financial Advisor and Transaction Sponsor            Financial Advisor
   Absa Bank Limited, acting through its             Proximity Advisory
 Corporate and Investment Banking Division


          Joint Equity Sponsor                        Legal Advisor
    Tamela Holdings Proprietary Limited              CMS RM Partners


              Legal Advisor                           Legal Advisor
        Inlexso Proprietary Limited          Tshisevhe Gwina Ratshimbilani Inc.


        Competition Law Advisor
          Herbert Smith Freehills

Date: 03-08-2021 03:08:00
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