EXXARO RESOURCES LIMITED — M&A Activity 2026

Mar 2, 2026

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 issuer code: EXXI
ISIN: ZAG000160334
("Exxaro" or the "Company")

EXXARO CONCLUDES THE ACQUISITION OF SELECT MANGANESE ASSETS FROM NTSIMBINTLE HOLDINGS PROPRIETARY LIMITED AND OMH (MAURITIUS) CORP

Shareholders are referred to the announcement released on the Stock Exchange News Service of the JSE Limited (“SENS”) on 13 May 2025 (the “Transaction Announcement”) relating to the acquisition of select manganese assets from Ntsimbintle Holdings Proprietary Limited (“Ntsimbintle Holdings”) and OMH (Mauritius) Corp (“OMH Mauritius”) (collectively the “Sellers”); and to the update on the fulfilment of suspensive conditions released on SENS on 29 January 2026.

Capitalised terms used but not otherwise defined in this announcement have the same meaning ascribed to them in the Transaction Announcement.

1. FIRST SALE TRANSACTION AND OMH TRANSACTION CLOSING

As announced on 29 January 2026, all the suspensive conditions relating to the First Sale Transaction and OMH Transaction have been fulfilled and/or waived. Accordingly, Exxaro is pleased to announce that the First Sale Transaction and OMH Transaction have been implemented and closed on Friday, 27 February 2026.

Following implementation of the First Sale Transaction and OMH Transaction, Exxaro (through its wholly-owned subsidiary), now holds an effective equity interest in the Target Assets as follows:

• 100% of Ntsimbintle Mining (which owns 50.1% of the Tshipi Borwa Mine, with the remaining 49.9% owned by Jupiter);
• 19.99% of Jupiter;
• 100% of Ntsimbintle Marketing; and
• 9% of Hotazel,

and has acquired various agreements related to the above Target Assets to which Ntsimbintle Holdings and/or Safika were a party.

1. PURCHASE CONSIDERATION

The Closing Price payable by the Purchaser to the Sellers in respect of the First Sale Transaction and OMH Transaction was R10.6 billion. The purchase consideration was discharged in cash and the Transaction was funded through existing cash resources.

---

Ben Magara, Exxaro CEO said, "We are accelerating the prudent delivery of our strategy, and we are pleased with the successful implementation of this transaction. Exxaro becomes a globally significant manganese producer with its interest in Tshipi Borwa mine, the world's 4th largest manganese mine in South Africa's Kalahari Manganese Field, home to approximately 80% of the world's known manganese resources.

Tshipi is a world-class, long-life asset, favourably positioned on the industry cost curve. The acquisition also includes the marketing entities and equity interest in Hotazel Manganese Mines. Post this transaction, the previously maintained R12 – R15 billion cash buffer will no longer be maintained. In addition, we recently concluded the refinancing of our ZAR13 Billion corporate facilities. We are therefore reviewing our capital allocation framework considering the cyclical nature of commodity prices and our defensive and diversified portfolio.

We welcome our Ntsimbintle Mining colleagues and look forward to their contributions to the wider Exxaro Group. This transaction has put two big and successful BEE companies together, showcasing what can be achieved through collaboration. Exxaro has the requisite bulk mining, logistics and marketing capabilities and we are looking forward to working with our joint venture partners to maintain stable operations and unlock opportunities together, for the benefit of all our stakeholders."

3. MOKALA SALE TRANSACTION

As previously announced, the Mokala Sale Transaction remains subject to the fulfilment of the remaining suspensive conditions related to Mokala as outlined in the Transaction Announcement. The Long Stop Date in relation to the Mokala Sale Transaction is 27 February 2027.

M Nana

GROUP COMPANY SECRETARY

Enquiries:

Anda Mwanda

Investor Relations

Tel: +27 12 307 6000

Mobile: +27 76 225 0742

Email: anda.mwanda@exxaro.com

Johannesburg

02 March 2026

Financial Advisors to Exxaro:

Investec Bank Limited (acting through its Investment Banking Division: Corporate Finance)

Legal Advisor to Exxaro:

ENS

ITAI

Itai Capital (Proprietary) Limited

---

Sole Transaction Sponsor to Exxaro:

Investec Bank Limited (acting through its Investment Banking Division: Corporate Finance)

Lead Equity Sponsor and Debt Sponsor to Exxaro:

Absa Bank Limited (acting through its Corporate and Investment Banking division)

Joint Equity Sponsor to Exxaro:

Tamela Holdings (Proprietary Limited)

Financial and Tax Due Diligence Advisor to Exxaro:

Deloitte.

Deloitte

Financial Advisor to Ntsimbintle Holdings:

BARCLAYS

Barclays Bank PLC, acting through its investment bank

Legal Advisor to Ntsimbintle Holdings:

WEBBER WENTZEL

in alliance with > Linklaters

Webber Wentzel

Australian Legal Advisor to Ntsimbintle Holdings:

gadens

Gadens

Tax Advisor to Ntsimbintle Holdings:

WERKSMA

ATTORNEYS

Werksmans