Independent auditor's reasonable assurance report on the selected sustainability information in Exxaro Resources Limited's ESG report

To the directors of Exxaro Resources Limited

We have undertaken a reasonable assurance engagement in respect of the selected sustainability information, as described below, and presented in the 2019 ESG report of Exxaro Resources Limited (the "company", "Exxaro" or "you") for the year ended 31 December 2019 (the "report"). This engagement was conducted by a multidisciplinary team including health, safety, social, environmental and assurance specialists with relevant experience in sustainability reporting.

Subject matter

We have been engaged to provide a reasonable assurance opinion in our report on the following selected sustainability information. The selected sustainability information described below has been prepared in accordance with the company's reporting criteria that accompanies the sustainability information on the relevant pages of the report (the accompanying company reporting criteria).

Selected sustainability information	Unit of measurement		Boundary		Page
Number of fatalities	Number		Exxaro group		13, 48
Number of lost time injuries (employees and contractors)	Number		Exxaro group		13, 48
Lost time injury frequency rate (LTIFR) (employees and contractors)	Rate		Exxaro group		13, 48
Occupational health incident frequency rate (OHIFR)	Rate		Exxaro group		13
Number of accepted occupational health cases	Number		Exxaro group		13
Scope 1 carbon emissions	kt CO2e		Exxaro group		14, 28
Scope 2 carbon emissions	kt CO2e		Exxaro group		14, 28
Scope 3 carbon emissions	kt CO2e		Exxaro group		28
Carbon intensity	kt CO2e/TTM				14
Number of level 2 and 3 environmental incidents	Number		Exxaro group		14, 24
Water intensity: total tonnage mined	Water withdrawn/ RoM tonnes		Exxaro group		14, 32
Skills provision (% of appointment from within)	%		Exxaro group		13, 51
Scarcity skills retention (% turnover)	%		Exxaro group		13, 51
Number of stoppage directives (includes section 54 in terms of Mine Health and Safety Act)	Number		Exxaro group		14, 48
Number of stoppage directives (includes directives in terms of National Water Act, National Environmental Management Act and Mineral and Petroleum Resources Development Act)	Number		Exxaro group		24, 48

We refer to this information as the "selected sustainability information".

Your responsibilities

The directors are responsible for the selection, preparation and presentation of the selected sustainability information in accordance with the accompanying reporting criteria as set out on (the "reporting criteria").

This responsibility includes:

• the identification of stakeholders and stakeholder requirements, material issues, commitments with respect to sustainability performance, and
• the design, implementation and maintenance of internal control relevant to the preparation of the report that is free from material misstatement, whether due to fraud or error.

The directors are also responsible for determining the appropriateness of the measurement and reporting criteria in view of the intended users of the selected sustainability information and for ensuring that those criteria are publicly available to the report users.

Inherent limitations

Non-financial performance information is subject to more inherent limitations than financial information, given the characteristics of the subject matter and the methods used for determining, calculating, sampling and estimating such information. The absence of a significant body of established practices on which to draw allows for the selection of different but acceptable measurement techniques, which can result in materially different measurements and can impact comparability. Qualitative interpretations of relevance, materiality and the accuracy of data are subject to individual assumptions and judgements. The precision of different measurement techniques may also vary. Furthermore, the nature and methods used to determine such information, as well as the measurement criteria and the precision thereof, may change over time.

In particular, where the information relies on carbon and other emissions conversion factors derived by independent third parties, or internal laboratory results, our assurance work will not include examination of the derivation of those factors and other third party or laboratory information.

Our independence and quality control

We have complied with the independence and other ethical requirements of sections 290 and 291 of the Independent Regulatory Board for Auditors' Code of Professional Conduct for Registered Auditors (Revised January 2018) and parts 1 and 3 of the Independent Regulatory Board for Auditors' Code of Professional Conduct for Registered Auditors (Revised November 2018) (together the IRBA Codes), which are founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour. The IRBA Codes are consistent with the corresponding sections of the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants and the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards) respectively.

The firm applies the International Standard on Quality Control 1, and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Our responsibility

Our responsibility is to express a reasonable assurance opinion on the selected sustainability information based on the procedures we have performed and the evidence we have obtained. We conducted our assurance engagement in accordance with the International Standard on Assurance Engagements 3000 (Revised), Assurance Engagements other than Audits or Reviews of Historical Financial Information (ISAE 3000 (Revised)), and, in respect of greenhouse gas emissions, International Standard on Assurance Engagements 3410, Assurance Engagements on Greenhouse Gas Statements (ISAE 3410), issued by the International Auditing and Assurance Standards Board. These standards require that we plan and perform our engagement to obtain reasonable assurance about whether the selected sustainability information is free from material misstatement.

A reasonable assurance engagement in accordance with ISAE 3000 (Revised), and ISAE 3410, involves performing procedures to obtain evidence about the measurement of the selected sustainability information and related disclosures in the report. The nature, timing and extent of procedures selected depend on the auditor's professional judgement, including the assessment of the risks of material misstatement of the selected sustainability information, whether due to fraud or error.

In making those risk assessments, we have considered internal control relevant to the company's preparation of the selected sustainability information. A reasonable assurance engagement also includes:

• Evaluating the appropriateness of quantification methods, reporting policies and internal guidelines used and the reasonableness of estimates made by the company;
• Assessing the suitability in the circumstances of the company's use of the applicable reporting criteria as a basis for preparing the selected sustainability information; and
• Evaluating the overall presentation of the selected sustainability performance information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Reasonable assurance opinion

In our opinion and subject to the inherent limitations outlined elsewhere in this report, the selected sustainability information as set out in the subject matter paragraph above for the year ended 31 December 2019 are prepared, in all material respects, in accordance with the reporting criteria.

Other matter(s)

Our report includes the provision of reasonable assurance on the following indicators:

• Number of fatalities
• Water intensity
• Skills provision (% of appointment from within)
• Scarcity skills retention (% turnover)
• Number of stoppage directives (includes section 54 in terms of MHSA)
• Number of stoppage directives (includes directives in terms of NWA, NEMA and MPRDA)
• Talent bench - % of clusters (DL to DU) that have at least two EE candidates in the 3A/3B/2A category
• Talent bench - % of clusters (EL and above) that have at least two EE candidates in the 3A/3B/2A category.

We were previously not required to provide assurance on these selected sustainability information.

We previously provided limited assurance on the following selected sustainability information:

• Occupational health incident frequency rate (OHIFR)
• Number of accepted occupational health cases
• Scope 1 carbon emissions
• Scope 3 carbon emissions
• Carbon intensity
• Number of level 2 and 3 environmental incidents.

The maintenance and integrity of Exxaro's website is the responsibility of Exxaro's directors. Our procedures did not involve consideration of these matters and, accordingly we accept no responsibility for any changes to either the information in the report or our independent assurance report that may have occurred since the initial date of presentation on Exxaro's website.

Restriction of liability

Our work has been undertaken to enable us to express a reasonable assurance opinion on the selected sustainability information to the directors of the company in accordance with the terms of our engagement, and for no other purpose. We do not accept or assume liability to any party other than the company, for our work, for this report, or for the conclusion we have reached.

PricewaterhouseCoopers Inc.
Director: Jayne Mammatt
Registered Auditor

Johannesburg

20 April 2020