Exxaro Resources : Notice of Annual General Meeting & Proxy forms

Brief curricula vitae of directors standing for election or re-election

Geraldine Fraser-Moleketi(63)

Lead independent director

Social, ethics and responsibility committee chair, remuneration and nomination committee Appointed 18 May 2018

Leadership Programme (Wharton), Fellow of the Institute of Politics (Harvard)

Skills and experience

In addition to her role as a lead independent non-executive director, Geraldine is a member of both Exxaro's social and ethics committee, and remuneration and nomination committee. She is a fellow of the Institute of Politics at the Harvard Kennedy School and has completed a leadership course at Wharton Business School at the University of Pennsylvania. She has been recognised with several awards, including the OP Dwivedi Public Service Award from the International Association of Schools and Institutes of Public Administration, and a special award for outstanding achievement from the University of Pretoria's School of Public Management and Administration. Geraldine serves as chancellor of the Nelson Mandela University, and as a non-executive director on the board of the Standard Bank Group and Standard Bank South Africa.

Karin Ireton (68)

Independent non-executive director

Social, ethics and responsibility committee

Appointed 7 February 2022

MA (International Political Economy), University of Leeds; International Programme for the Management of Sustainability, Netherlands; Environmental Impact Assessment and Management, University of Aberdeen

Skills and experience

Karin has over 30 years of experience in sustainability matters in coal power generation mining and banking sectors. She is an international specialist in sustainability issues. She is currently an independent consultant focused on strategies for growth, risk identification and management, transparency, and disclosure. A significant focus of her current work is the impact of climate change on business and the need to reduce emissions and adapt business strategies. Prior to this, she was the Group Head of Sustainability for Standard Bank Group and a Head of Sustainable Development for Anglo American Public Limited Company, among others. Previous board experience includes Aureus Mining Incorporated, National Business Initiative and Member Representative for Standard Bank, Institute of Directors South Africa Chairperson Sustainable Development Forum, JSE Limited SRI Advisory Committee, UNEP Finance Initiative Chairperson Climate Change Action Group Global Steering Committee Member.

Pieter Adriaan Koppeschaar (53)

Finance Director

Member of the social, ethics and responsibility committee

Appointed July 2016

BCom (Hons), CA(SA), Advanced Management Programme (INSEAD), Advanced Certificate in Taxation, Advanced Certificate in Treasury Management

Skills and experience

After completing his articles at Coopers & Lybrand in 1995, Riaan held various managerial positions in treasury and corporate finance at Iscor Limited, Kumba Resources Limited, and Exxaro Resources Limited. Riaan was our general manager for corporate finance and treasury for 10 years until he was appointed finance director in July 2016.

Billy Mawasha (45)

Independent non-executive director

Audit committee and the investment committee

Appointed 7 February 2023

BSc Engineering (electrical) (University of Cape Town)

Skills and experience

He is a certified director with the Institute of directors of Southern Africa and the South African Institute of Electrical Engineers. He holds advanced management qualifications from London Business School (UK) and Harvard Kennedy School (US). Billy offers strong operational and technical leadership experience in the mining sector as former Kumba Iron Ore head of operations and integration and former Country Head of Rio Tinto in South Africa. He is the founder of an investment company, and provides strategic and technical leadership to his investee companies. Previous board memberships include Foskor Limited Technical Committee and Sishen Iron Ore Company Limited. He is currently a non-executive director of Murray & Roberts Holdings Limited, Metair Investments Limited and Impala Platinum Holdings Limited.

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Brief curricula vitae of directors standing for election or re-election continued

Nondumiso Medupe (53)

Independent non-executive director

Audit committee chair, and risk and business resilience committee member

Appointed 3 January 2023

Postgraduate diploma in accounting (University of KwaZulu-Natal), BAcc (University of Durban Westville), Certificate in Sustainability Leadership and Corporate Governance (London Business School), CA(SA) (SAICA)

Skills and experience

Nondumiso is a chartered accountant who holds a PGDip (Accounting) from the University of KwaZulu-Natal (1998) and a BAcc from the University of Durban Westville (1992). She also maintains a certification in Sustainability Leadership and Corporate Governance from London Business School (2021). She is currently an independent board member, risk committee chairperson and audit committee member for the City Lodge Hotels Limited; and independent board member and member of the audit and risk committee, and social, ethics and transformation committee of Alexander Forbes Group Holdings Limited; and audit and risk committee and social and ethics committee member of Daimler Chrysler (trucks), a non-listed entity. Nondumiso has previously chaired the audit and risk committees of two listed companies, Alviva Holdings Limited and Etion Limited and was previously the chief operations officer, internal audit for the Nedbank Group Limited.

Phumla Mnganga (55)

Independent non-executive director

Remuneration committee chair, member of the nomination committee, member of the social, ethics and responsibility committee

Appointed on 7 February 2022

PhD (Entrepreneurship/entrepreneurial studies), MBL (Business management) (Unisa), BEd (University of KwaZulu-Natal), BA (University of KwaZulu-Natal)

Other listed boards: Adcorp Holdings Ltd, Altron Holdings Ltd.

Skills and experience

Dr Pumla Mnganga obtained her doctorate from the Wits Business School and her MBL from the University of South Africa. She is the founder and Managing Director of Lehumo Women's Investment Holdings, a woman owned and managed investment holding company. Prior to this, she was employed as an HRD/transformation executive for the Tongaat Hulett Group, and previously as a change management senior consultant at Deloitte. Dr Mnganga was the Chairperson of the University of KwaZulu-Natal and the past Chairperson of Siyazisa Trust, a large rural community.

Nosipho Molope (59)

Independent non-executive director

Appointed on 3 January 2024

BSc (Medical Sciences) (Wits), BCompt and BCompt (Hons) (Unisa), CA(SA) SAICA

Other listed boards: Alexander Forbes Group Holdings Ltd, EOH Holdings Ltd, Burstone Group Ltd, MTN Group Ltd.

Skills and experience

Ms Nosipho Molope was appointed in a casual vacancy as as independent non-executive director to the Exxaro board and the Group's audit committee and social, ethics and responsibility committee with effect from 3 January 2024. Ms Molope holds a BSc (Medical Sciences) from Wits University, she is a Chartered Accountant, she holds a BCompt, and BCompt (Hons), from the University of South Africa. Ms Molope is an experienced board member with leadership experience of listed and unlisted companies in the financial, energy, telecoms, and mining sectors. She has served on various listed and unlisted company boards and their audit and risk, remuneration, social and ethics, finance, and investments committees.

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Brief curricula vitae of directors standing for election or re-election continued

Chanda Nxumalo (40)

Independent non-executive director

Audit committee member since 27 May 2021, risk and business resilience committee member from 1 February 2021 and investment committee member from 4 October 2021

Appointed 1 February 2021

MEng (economics and management) (University of Oxford)

Skills and experience

Chanda has 15 years' experience working in the renewable energy and power sectors. Having worked across North America and Europe, she has experience delivering technical, commercial and environmental advisory services in the renewables sector. As a director of Harmattan Renewables, she has been responsible for providing technical consultancy and asset management services for renewable energy projects across sub-Saharan Africa. For the past decade, Chanda has been instrumental in driving the renewable energy roll-out in South Africa, acting as spokesperson for the South African PV Association as well as consulting on some of the first renewable projects to be delivered as part of South Africa's Renewable Energy IPP Procurement Programme. With her richness of skills and experience in the energy field, nationally and internationally, including the African continent, and strong leadership capability, Chanda will support Exxaro's growth strategy in energy.

Mvuleni Geoffrey Qhena (58)

Board chairman and independent non-executive director nomination committee chairperson and remuneration committee member

Appointed as member on 19 April 2021 and board chairman from 27 May 2021

Senior Executive Programme (jointly offered by Harvard Business School and Wits Business School), Advanced Taxation Certificate (Unisa), BCompt (Unisa), CA(SA) SAICA

Other listed boards: Investec Bank Limited, Telkom Limited.

Skills and experience

Mr Qhena's early career started at KPMG where he completed his articles, and thereafter joined Eskom for a brief period in their treasury function. He moved to Vista University (now known as University of Johannesburg) to lecture accounting and auditing. During this time Geoffrey also passed his chartered accountant board exams. Thereafter he worked for companies' such as Transnet SOC Ltd and the Industrial Development Corporation of South Africa Ltd. During his career he especially enjoyed oversight over the development of the renewable energy sector at a time when it was not profitable to fund the sector. His appreciation of climate change issues and the value of coal in the South African and African economic landscape is telling of his depth of business acumen. Geoffrey was involved in the establishment of numerous sector-changing initiatives, funding black empowerment companies, transformation of the corporate leadership landscape and the development of new sectors in the reshaping of the South African economy. With his extensive experience, Geoffrey brings with him a clear understanding of the company and the sector in which it operates.

Mandlesilo Msimang (47)

Non-executive director

Member of the risk and business resilience committee and the investment committee Appointed as member on 15 March 2021

MSc (utilities regulation) (London School of Economics - with merit), BA (Cornell University - with distinction)

Skills and experience

Mandla is the Chief Executive Officer of Nozala Investments, a woman-owned private equity firm with a diversified portfolio in the minerals and energy sector and in industrial and consumer services. Nozala's assets include blue chip South African companies such as Sasol Oil, Exxaro and Woodlands Dairy. Prior to joining Nozala, Mandla established and ran Pygma Consulting, a pan-African ICT policy and regulatory advisory firm whose clients include mobile operators, regulators and governments across Africa and the Middle East. Mandla is a seasoned executive who has operated at C-suite level, an entrepreneur and an ICT regulations and policy expert.

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Petrus Casparus Christiaan Hendrik Snyders (63)

Independent non-executive director

Risk and business resilience committee chair, investment committee, social, ethics and responsibility committee

Appointed 1 July 2016

BEng (Mining), Diploma in Marketing Management, MCom in Business Management, Mine Manager's Certificate of Competency (Coal and Metalliferous)

Skills and experience

Peet currently works at Submex Investment - a company focused on niche coal projects. With 14 years of experience as a director, he has held positions of COO at Sable Mining Africa and Continental Coal, director of operations at Keaton Energy, managing director at Riversdale Holdings, and business manager at Anglo Platinum. He is currently a member of the South African Institute of Mining and Metallurgy, having previously served as chairperson for their northern region. Peet also filled the position of vice president of the South African Colliery Managers' Association.

Nombasa Tsengwa (59)

Chief Executive Officer

Member of the social, ethics and responsibility committee

Appointed 16 March 2021

Ph.D. (Agronomy), University of Maryland, College Park, US, Executive Development Programme (EDP) (Insead, France)

Skills and experience

Dr Nombasa Tsengwa started her career in the mining industry in 2003 when she joined the then, Kumba Resources as the General Manager Safety Health and Environment. With the unbundling of Kumba and the inception of Exxaro Resources, she was appointed as Executive General Manager Safety and Sustainable Development. In 2010, she was appointed as Regional General Manager Coal Tied Collieries, overseeing three underground and four opencast operations. In 2015, she was appointed as acting Executive Head Coal Operations before formally taking hold of this position in May 2016. In this position she was responsible for oversight in the operations and functioning of the Coal Business and its ventures managed by Exxaro Coal. In this position she was also responsible for the marketing and logistics of all products. In July 2020, Dr Tsengwa was appointed as Managing Director Minerals, a new division, which was an expansion of her Coal and FerroAlloys portfolio to included new low carbon minerals. In March 2021,

Dr Tsengwa was appointed CEO Designate, until she moved into the role of CEO from 1 August 2022 with the retirement of Mxolisi Mgojo. Before she joined Kumba, Dr Tsengwa worked in various South African Government departments, among others, as Deputy Director General of Environmental Affairs and Tourism. Dr Tsengwa is a member of the Exxaro Board and serves on the Board of the Minerals Council of South Africa. Previously, Dr Tsengwa served on the Astral Foods (Pty) Ltd. Board of Directors as a non-Executive Director for nine years (2008-2017), during the last two years, she was also the chairperson of the remuneration committee and a member of the nominations committee. In 2017, Dr Tsengwa was awarded the coveted Standard Bank Business Woman of the Year Award. This was followed by the Winner of the "Africa 's Most Influential Woman in Business and Government

• Mining Industry Category" at the Pan African Awards in 2018. Exxaro Resources applauded her outstanding leadership and her role in advancing women in the workplace by awarding her an Evergreen Award in the category CEO Special Nomination in 2018. Dr Tsengwa believes in a balanced lifestyle with regular exercises. She is a keen runner and finished nine Comrades marathons.

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ELECTRONIC PARTICIPATION BY SHAREHOLDERS continued

Such participants, who have complied with the notice requirement above, will be contacted between 21 May 2024 and 23 May 2024, with the relevant connection details as well as the passcodes through which you or your proxy/ ies can participate via electronic communication and advised of the process for participation via a unique link to the email/mobile number provided in the notification. Should you wish to participate by way of electronic communication, you will be required to connect with the details as provided by the company by no later than

15 minutes prior to the commencement of the AGM during which time registration will take place.

If you choose to participate online you will be able to view a live webcast of the meeting, ask directors questions online or in written format and submit your votes in real time.

For administrative purposes, completed notices for electronic participation must be received by the meeting scrutineers via email at proxy@tmsmeetings.co.za before 10:00 on 21 May 2024.

IMPORTANT DATES

The board of directors of the company has determined, in accordance with section 59(1)(a) and (b) of the Companies Act, the following important dates:

• Shareholders should note that as transactions in shares are settled in the electronic settlement system used by Strate, settlement of trades takes place three business days after such trade. Therefore, shareholders who acquire shares after close of trade on Tuesday, 14 May 2024 will not be eligible to attend, participate in and vote at the AGM. No share certificates may be dematerialised or rematerialised between Wednesday, 15 May and Friday, 17 May, both days included.

IDENTIFICATION, VOTING AND PROXIES

In terms of section 63(1) of the Companies Act, any person attending or participating in the AGM must present reasonably satisfactory identification and the person presiding at the AGM must be reasonably satisfied that the right of any person to participate in and vote (as shareholder or as proxy for a shareholder) has been reasonably verified. Suitable forms of identification will include valid identity documentation, driver's licences and passports.

The votes of shares held by share trusts classified as schedule 14 trusts in the JSE Limited (JSE) Listings Requirements will not be taken into account at the AGM for approval of any resolution proposed in terms of the JSE Listings Requirements.

A form of proxy is attached for the convenience of any certificated or dematerialised Exxaro shareholders with own-name registrations who cannot attend the AGM but wish to be represented.

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Annual general meeting notice continued

IDENTIFICATION, VOTING AND PROXIES continued

For effective administrative purposes, completed forms of proxy must be received by the scrutineers of the company, The Meeting Specialist Proprietary Limited, via email to proxy@tmsmeetings.co.za, by no later than 10:00 on Tuesday, 21 May 2024. Any forms of proxy not lodged by this time must be handed to the chairman prior to the start of the meeting.

All beneficial owners of Exxaro shares who have dematerialised their shares through a CSDP or broker, other than those with own-name registration, and all beneficial owners of shares who hold certificated shares through a nominee, must provide their CSDP, broker or nominee with their voting instructions, in accordance with the agreement between the beneficial owner and the CSDP, broker or nominee. Should such beneficial owners wish to attend the meeting in person, they must request their CSDP, broker or nominee to issue them with the appropriate letter of representation.

Exxaro does not accept responsibility and will not be held liable for any failure on the part of a CSDP or broker to notify such Exxaro shareholder of the annual general meeting.

QUORUM

A quorum for the purposes of considering the resolutions to be proposed at the meeting shall consist of three shareholders of the company, present or represented by proxy (and if the shareholder is a body corporate, the representative of the body corporate) and entitled to vote at the meeting. In addition, a quorum shall comprise 25% of all voting rights entitled to be exercised by shareholders in respect of the resolutions to be proposed at the meeting.

PRESENTATION OF AUDITED ANNUAL FINANCIAL STATEMENTS

The AFS of the company and the group, including the reports of the directors, group audit committee and the independent external auditor, for the year ended 31 December 2023 will be presented to shareholders as required in terms of section 30(3)(d) of the Companies Act.

The AFS https://www.exxaro.com/investor-centre/integrated-reports/#integrated-reports of the company and the group are available on the company's website, www.exxaro.com as well as the following cloudlink: https://senspdf.jse.co.za/documents/2024/jse/isse/EXX/AFS-YE2023.pdf or can be requested from the group company secretary at investorrelations@exxaro.com or telephonically on +27 12 307 4590.

PRESENTATION OF THE SOCIAL, ETHICS AND RESPONSIBILITY COMMITTEE REPORT (SERC)

A report of the members of the group SERC for the year ended 31 December 2023, as included in the Environmental Social and Governance (ESG) report 2023, will be presented to shareholders as required in terms of regulation 43 of the Companies Regulations 2011 (Regulations).

The group SERC committee report is included in the ESG report https://www.exxaro.com/investor-centre/integrated-reports/#integrated-reports and available on the company's website, www.exxaro.com or can be requested from the group company secretary at investorrelations@exxaro.com or telephonically on +27 12 307 4590.

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RESOLUTIONS FOR CONSIDERATION AND ADOPTION

ORDINARY RESOLUTIONS

For each of the ordinary resolutions to be passed, votes in favour must represent at least 50% +1 (fifty percent plus one) of all votes cast and/or exercised at the meeting for each of these resolutions.

1 Ordinary resolution number 1: Election and re-election of directors Re-election

In accordance with the company's Memorandum of Incorporation (MOI), one-third of the non-executive directors are subject to retirement by rotation and re-election by shareholders annually. Eligible directors may offer themselves for re-election.

At this meeting and in accordance with the MOI, Ms Mandlesilo Msimang, Ms Likhapha Mbatha and Mr Mvuleni Geoffrey Qhena are obliged to retire by rotation.

Ms Likhapha Mbatha has turned 70 years, and in accordance with the MOI is not eligible for re-election and will retire by rotation.

Ms Mandlesilo Msimang and Mr. Mvuleni Geoffrey Qhena indicated that they are available for re-election.

The nomination committee (Nomco) has reviewed the composition, gender, age, and racial balance

of the board of directors and evaluated the independence (where applicable), performance and contribution of the directors listed above. Furthermore, the Nomco has considered their individual knowledge, skills and experience and recommended to the board of directors that they be proposed for re-election by shareholders.

The board of directors has considered the proposals of the Nomco and recommends the re-election of Ms Mandlesilo Msimang and Mr Mvuleni Geoffrey Qhena by way of separate resolutions.

Election

The Nomco further commenced a process to source an additional independent non-executive director for appointment to the board of directors and a member of the audit committee. The board of directors considered the proposal by the Nomco and has appointed Ms Nosipho Molope as independent non-executive director in a casual vacancy on 3 January 2024, to hold office until the AGM, at which meeting her appointment will terminate and she will be available for election by shareholders.

Ms Nosipho Molope has indicated that she is available for election by shareholders.

The Nomco has reviewed the composition, gender and racial balance of the board of directors and evaluated the independence, performance and contribution of Ms Nosipho Molope. Furthermore, the Nomco has considered her individual knowledge, skills and experience and recommended to the board of directors that she be proposed for election by shareholders.

The board of directors has considered the proposal of the Nomco and recommends the election of Ms Nosipho Molope.

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