EXXARO RESOURCES LIMITED
Incorporated in the Republic of South Africa
(Registration Number: 2000/011076/06)
JSE share code: EXX
ISIN: ZAE000084992
ADR code: EXXAY
Bond Code: EXX05
ISIN No: ZAG000160334
(“Exxaro” or the “Company”)
RESULTS OF THE 22nd ANNUAL GENERAL MEETING OF SHAREHOLDERS OF EXXARO
Exxaro shareholders are advised that at the annual general meeting (AGM) of shareholders of the Company
held on Thursday, 18 May 2023, the ordinary and special resolutions proposed at the meeting were
unaltered from that reflected in the Notice of Annual General Meeting and were approved by the requisite
majority of votes.
In this regard, Exxaro confirms the voting statistics from the AGM as follows:
Total number of shares in issue 349 305 092
Treasury shares (excluded from voting) 158 218
Total number of shares (“voteable shares”) 349 146 874
Total number of shares represented (including proxies) at the AGM 297 131 018
Proportion of total voteable shares represented at the AGM 85,10%
Resolution Votes cast disclosed Number of Shares Shares
as a percentage of the Shares voted abstained
total number of shares Voted disclosed disclosed
voted at the meeting as as a
percentage percentage
of the total of the total
issued issued
shares shares
For Against
Ordinary resolution 1.1: Re- 94,32% 5,68% 296 483 908 84,88% 0,19%
election of Mr Zwelibanzi
Mntambo as a non-executive
director
Ordinary resolution 1.2: Re- 99,90% 0,10% 296 474 222 84,88% 0,19%
election of Ms Chanda
Nxumalo as an independent
non-executive director
Ordinary resolution 1.3: 99,99% 0,01% 296 474 223 84,88% 0,19%
Election of Ms Nondumiso
Medupe as an independent
non-executive director
Ordinary resolution 2.1: 98,18% 1,82% 293 063 618 83,90% 1,16%
Election of Mr Billy Mawasha as
a member of the group Audit
committee
Ordinary resolution 2.2: 99,99% 0,01% 296 474 023 84,88% 0,19%
Election of Ms Nondumiso
Medupe as a member of the
group Audit Committee
Ordinary resolution 2.3: Re- 98,14% 1,86% 293 063 817 83,90% 1,16%
election of Ms Chanda
Nxumalo as a member of the
group Audit committee
Ordinary resolution 3.1: 99,60% 0,40% 296 483 359 84,88% 0,19%
Election of Dr Geraldine Fraser-
Moleketi as a member of the
group Social, ethics and
responsibility committee
Ordinary resolution 3.2: 99,91% 0,09% 296 474 023 84,88% 0,19%
Election of Ms Karin Ireton as a
member of the group Social,
ethics and responsibility
committee
Ordinary resolution 3.3: 98,21% 1,79% 296 474 223 84,88% 0,19%
Election of Ms Likhapha
Mbatha as a member of the
group Social, ethics and
responsibility committee
Ordinary resolution 3.4: 99,91% 0,09% 296 483 708 84,88% 0,19%
Election of Mr Peet Snyders as
a member of the group Social,
ethics and responsibility
committee
Ordinary resolution 3.5: 99,24% 0,76% 296 478 019 84,88% 0,19%
Election of Dr Nombasa
Tsengwa as a member of the
group Social, ethics and
responsibility committee
Ordinary resolution 3.6: 99,76% 0,24% 296 487 503 84,88% 0,18%
Election of Mr Riaan
Koppeschaar as a member of
the group Social, ethics and
responsibility committee
Ordinary resolution 4: 99,94% 0,06% 296 487 153 84,88% 0,18%
Resolution to appoint KPMG
Inc. as independent external
auditor for the financial year
ending 31 December 2023,
until the conclusion of the next
AGM
Ordinary resolution 5: 79,14% 20,86% 296 491 683 84,88% 0,18%
Resolution for a general
authority to place authorised
but unissued ordinary shares
under the control of the
directors
Ordinary resolution 6: 78,48% 21,52% 296 491 783 84,88% 0,18%
Resolution for a general
authority to issue shares for
cash
Ordinary resolution 7: 99,99% 0,01% 296 487 153 84,88% 0,18%
Resolution to authorise director
and/or group company
secretary to implement the
resolutions set out in the notice
convening the AGM
Special resolution 1: Special 96,34% 3,66% 296 484 211 84,88% 0,19%
resolution to approve non-
executive directors’ fees for the
period 1 June 2023 to the end
of the month in which the next
AGM is held
Special resolution 2: Special 94,86% 5,14% 296 273 188 84,82% 0,25%
resolution to authorise financial
assistance for the subscription
of securities
Special resolution 3: Special 96,78% 3,22% 296 271 963 84,82% 0,25%
resolution to authorise financial
assistance to related or inter-
related companies
Special resolution 4: Special 78,97% 21,03% 296 326 151 84,83% 0,23%
resolution for a general
authority to repurchase shares
Non-binding resolution 1: 93,55% 6,45% 293 070 998 83,90% 1,16%
Resolution through non-binding
advisory note to approve the
Exxaro remuneration policy
Non-binding resolution 2: 82,51% 17,49% 293 070 997 83,90% 1,16%
Resolution through non-binding
advisory note to endorse the
implementation of the Exxaro
remuneration policy
AT NDONI
GROUP COMPANY SECRETARY
19 May 2023
Lead Equity Sponsor and Debt Sponsor to Exxaro Resources Limited
Absa Corporate and Investment Bank, a division of Absa Bank Limited
Joint Equity Sponsor to Exxaro Resources Limited
Tamela Holdings Proprietary Limited