Notes to the reviewed condensed group interim financial statements

Exxaro, a public company incorporated in South Africa, is a diversified resources group with interests in the coal (controlled and non-controlled), energy (controlled) and metals (non‑controlled) markets. These reviewed condensed group financial statements as at and for the year ended 31 December 2025 (condensed financial statements) comprise the company and its subsidiaries (together referred to as the group) and the group’s interest in associates and joint ventures.

2.1 Statement of compliance

The condensed financial statements for the year ended 31 December 2025 have been prepared in accordance with, and contains the information required by, the framework concepts and the measurement and recognition requirements of IFRS^® Accounting Standards (as issued by the International Accounting Standards Board), the Financial Pronouncements (as issued by the Financial Reporting Standards Council), the SAICA Financial Reporting Guides (as issued by the Accounting Practices Committee), the JSE Listings Requirements, IAS 34 Interim Financial Reporting and the South African Companies Act.

The condensed financial statements have been prepared under the supervision of Mr PA Koppeschaar CA(SA), SAICA registration number: 00038621.

The condensed financial statements should be read in conjunction with the group and company annual financial statements as at and for the year ended 31 December 2024, which have been prepared in accordance with IFRS Accounting Standards. The condensed financial statements have been prepared on the historical cost basis, except for the revaluation to fair value of financial instruments, share-based payments and biological assets.

The condensed financial statements of the Exxaro group were authorised for issue by the board of directors on 17 March 2026.

2.2 Judgements and estimates

Management made judgements and applied estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. The significant judgements and the key sources of estimation uncertainty were similar to those applied to the group and company annual financial statements as at and for the year ended 31 December 2024.

The accounting policies applied are in terms of IFRS Accounting Standards and are consistent with those of the previous financial year. A number of new or amended IFRS Accounting Standards became effective for the current year. The group did not have to make any significant changes to its accounting policies nor make retrospective adjustments as a result of adopting these new standards.

A final cash dividend, number 46, for 2025 of 1 000 cents per share, was approved by the board of directors on 17 March 2026. The dividend is payable on 11 May 2026 to shareholders who will be on the register on 8 May 2026. This final dividend, amounting to approximately R2 341 million (to external shareholders), has not been recognised as a liability in these condensed financial statements. It will be recognised in shareholders' equity in the first half of the year ending 31 December 2026.

The final dividend, declared from income reserves, will be subject to a dividend withholding tax of 20% for all shareholders who are not exempt from or do not qualify for a reduced rate of dividend withholding tax. The net local dividend payable to shareholders, subject to dividend withholding tax at a rate of 20% amounts to 800.00000 cents per share.

The number of ordinary shares in issue at the date of this declaration is 341 913 674. Exxaro company's tax reference number is 9218/098/14/4.

No share certificates may be dematerialised or re-materialised between Wednesday, 6 May 2026 and Friday, 8 May 2026, both days inclusive. Dividends for certificated shareholders will be transferred electronically to their bank accounts on the payment date. Shareholders who hold dematerialised shares will have their accounts credited at their central securities depository participant or broker on Monday, 11 May 2026.

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker, who is responsible for allocating resources and assessing performance of the reportable operating segments. The chief operating decision maker has been defined as the executive committee of the group. Segments reported are based on the group's different commodities and operations.

The performance of the operating segments is assessed based on EBITDA, which is considered to be an appropriate performance measure of profitability for the group's business and is the measure applied by management to monitor performance at a consolidated level as management believes that this measure is relevant to an understanding of the group's financial performance. EBITDA is not a defined performance measure in IFRS Accounting Standards. The group's definition of EBITDA may not be comparable with similarly titled performance measures and disclosures by other entities.

In line with the changes to the executive leadership team and organisational structures, and in anticipation of the completion of the select manganese assets acquisition (refer note 25), the segmental information was re-presented, notably, to incorporate a metals reportable segment comprising manganese, iron ore and base metals. The revised operating segments are aligned to the leadership structure and operating model as well as the internal evaluation of operating segment performance. In addition, FerroAlloys has been included in the other reportable segment.

The adjustments to the segmental information include:

• FerroAlloys financial results up to the date of disposal (31 October 2025) have been included in the other segment as the group no longer reports a ferrous reportable segment
• A metals reportable segment comprising manganese, iron ore and base metals as operating segments (aligned with the responsibilities of the Executive Head: Metals) was introduced.

The segments, as described below, offer different goods and services, and are managed separately based on commodity, location and support function grouping. The group executive committee review internal management reports on these operating segments at least quarterly.

In line with reporting trends, emphasis is placed on controllable costs. Indirect corporate costs are reported on a gross level in the other reportable segment.

Coal

The coal operations produce thermal coal, metallurgical coal and SSCC and are made up of the following reportable segments:

Commercial Waterberg: Comprising mainly of the Grootegeluk operation.

Commercial Mpumalanga: Comprising of the Belfast and Leeuwpan operations, as well as the 50% (2024: 50%) joint venture in Mafube with Thungela.

Tied: Comprising of the Matla mine supplying its entire coal supply to Eskom.

Other: Comprising of the other coal affiliated operations, including mines in closure and a 10.26% (2024: 10.26%) equity interest in RBCT.

Revenue and related cost items are allocated between the coal reportable segments and disclosed based on the origin of the initial coal production.

Energy

The energy operations generate electricity from renewable energy technology. The energy reportable segment comprises mainly of the Amakhala SPV and Tsitsikamma SPV windfarm operations as well as LSP and Karreebosch (refer note 22) which are in the construction phase.

Metals

The metals operations are made up of the following reportable segments:

Manganese: Comprising the holding company that will house the future select manganese assets (refer note 25).

Iron ore: Comprising of the 20.62% (2024: 20.62%) equity interest in SIOC.

Base metals: Comprising of the 26% (2024: 26%) equity interest in Black Mountain.

Other

The other operations of the group comprise mainly of the corporate office (rendering corporate management services) and the Ferroland agricultural operation. The disposal of the FerroAlloys business and the results up to the date of the sale are included as well.

The following tables present a summary of the group's segmental information:

Revenue is derived from contracts with customers. Revenue has been disaggregated based on timing of revenue recognition, major type of goods and services, major geographic area and major customer industries.

¹ Relates mainly to the construction of the Karreebosch project.

There were no defaults or breaches in terms of the financial covenants for the interest-bearing borrowings during the reporting periods.

Below is a summary of the salient terms and conditions of the facilities at 31 December 2025:

The carrying amounts of financial instruments measured at amortised cost approximate fair value due to the nature and terms of these instruments.

The group has granted the following loan commitments:

On 17 February 2025, Cennergi Holdings, a wholly owned subsidiary of Exxaro, in partnership with G7, reached financial close on the 140MW Karreebosch project. The Karreebosch project is located between the towns of Sutherland in the Northern Cape and Matjiesfontein in the Western Cape.

Karreebosch SPV has a 20-year power purchase agreement with Northam Platinum Limited. Cennergi Holdings acquired 80% of the share capital in Karreebosch SPV as well as 50% of the share capital in KAM. The total cost of the project is R4.7 billion which will in majority be funded with project financing from Nedbank, Absa Bank and Standard Bank with the financial structure set up to ensure long-term sustainability, as well as limited recourse to Exxaro's balance sheet.

As Karreebosch SPV and KAM were assessed not to be businesses, there was no business combination to account for in accordance with IFRS 3 Business Combinations.

The Karreebosch project was acquired for a cash consideration of R4 000.

The acquisition has been accounted for as an asset acquisition in accordance with the applicable IFRS Accounting Standards.

The group entered into various sale and purchase transactions with its associates and joint venture during the ordinary course of business. These transactions were subject to terms that are no less, nor more favourable than those arranged with independent third parties.

Based on the latest results for the year ended 31 December 2025, the latest board approved budget for 2026 as well as the available banking facilities and cash generating capability, Exxaro satisfies the criteria of a going concern for the foreseeable future.

Details of the final dividend are provided in note 5.

Subsequent to 31 December 2025, the following notable event occurred:

Acquisition of select manganese assets

As part of Exxaro's SG&I strategy to diversify into energy transition minerals, Exxaro pursued opportunities in the manganese sector. On 13 May 2025, Exxaro (through ManganExx Proprietary Limited), entered into two separate agreements with Ntsimbintle Holdings and OMH (collectively the Sellers), respectively, to acquire the shares and certain corresponding claims held by the Sellers in and against various investee companies.

On 27 February 2026, the transactions became effective, except for the acquisition of the interest in the Mokala Mine (through an interest in Mokala Manganese Proprietary Limited) which is subject to further conditions precedent still to be fulfilled.

On the effective date, Exxaro acquired interests in the following manganese assets for approximately R10.6 billion:

• 100% of Ntsimbintle Mining
• 100% of NMT
• 19.99% of Jupiter Mines
• 9% of Hotazel as well as Hotazel Sales Claims

The acquisition gives Exxaro a footprint in the manganese sector, positioning the group as a globally relevant producer with exposure to long-life, high-quality assets situated in the Kalahari Manganese Field, one of the world's most significant manganese regions.

At the time of approving the condensed financial statements, Exxaro was still in the process of completing the accounting assessment and valuation of the select manganese assets against the requirements of IFRS 3 Business Combinations and other relevant IFRS Accounting Standards. The group will recognise the acquired interests and related financial impacts in its financial statements for the reporting period ending 31 December 2026.

The directors are not aware of any other significant matter or circumstance arising after the reporting period up to date of this report, not otherwise dealt with in this report.

The company's external auditor, KPMG Inc., has issued their unmodified review report on the reviewed condensed group financial statements for the year ended 31 December 2025 (as set out here). The review was conducted in accordance with ISRE 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity. The external auditor's report on the reviewed condensed group financial statements is included here.