Remuneration report

A message from our remuneration committee chairperson

The remuneration committee continues to support the board in executing its fiduciary mandate and duties. Through the committee, the board ensures that Exxaro adopts remuneration policies and practices that enable the sustainable execution of our group strategy. The committee regularly reviews the group's remuneration policies to ensure that the design and management of remuneration practices enable the company to attract and retain top talent, motivate continued high performance and promote fairness and equity. The committee also ensures transparency and disclosure to enable our stakeholders to reasonably assess the effectiveness of our remuneration practices and governance processes. This report provides more detail on our remuneration practices including our remuneration policy. The committee complied with the provisions of the King IV guidance on remuneration governance and the JSE Listings Requirements. The committee is pleased to provide its report for the year ended 31 December 2022.

Chairperson's background statement

The report that follows represents activities undertaken by the remuneration committee and business during 2022. The key themes that were addressed included:

• Shareholder engagement
• Fair and responsible pay
• The ongoing refinement of the STI scheme
• Cennergi Holdings Proprietary Limited incentive schemes
• Performance achievement, recognition and policy update

Shareholder engagement

In line with our philosophy of proactive engagement, Exxaro embarked on a governance roadshow in September 2022 which entailed active engagement with our shareholders. The key themes raised by our shareholders included queries around the targets and disclosure period of the STI, the link between the LTI and STI schemes and strategy, and the capital allocation risk in respect of the dividend payments given the higher coal prices. The general message from the roadshow was a request for improved disclosure on remuneration matters. Shareholders expressed gratitude for the opportunity to engage on issues of governance and indicated that the "governance roadshow provides a safe space to have difficult conversations". We responded to shareholders' concerns by providing more information on the remuneration philosophy, policy and practices that were implemented effective 1 January 2022. Shareholder considerations and recommendations were addressed in terms of understanding the STI structure, which includes ESG factors, malus and clawback, and MSRs for management. The governance roadshow was a success based on the feedback received during and after investor meetings.

At the AGM held on 25 May 2022, shareholders again provided strong approval on the remuneration policy and how it was applied and implemented, with 94% in approval of the policy and its implementation.

Fair and responsible pay

Fair pay remains a commitment as one of the critical success factors aligned to our diversity, equity and inclusion strategy. Salary increases awarded to executive, management and specialist categories have been adjusted with due consideration of the consumer price index and market trends. Subsequent to the annual salary review process, the remuneration committee approved an additional mandate to close remuneration disparities in line with our remuneration principles of pay for performance and benchmarking all employees at the median of their grade and job family. It is pleasing to report that all guaranteed pay anomalies were closed after the horizontal analysis was done as part of a fair pay exercise and there is no unfair discrimination on the basis of race and gender.

Salary increases awarded to employees within the bargaining unit were once again higher than executive, management and specialist category employees as we continued to seek justifiable measures to reduce the wage gap.

STI schemes

The GIS rewards the achievement of annual goals, which are aligned to the medium and longer-term business strategy. All participants receive payments that reflect annual achievements. The GIS is paid out at certain levels twice a year. The HY1 payout process and the change and communication roll-out were successfully executed and well received within the group. The ESG targets were embedded as part of our new STI schemes.

The LOS production scheme is anchored in the operations and fully supported by both unions and employees. Grootegeluk and Matla employees are highly engaged and aligned to the achievement of their business targets. These BUs have been consistent in achieving their monthly and quarterly targets. Belfast has been achieving its targets on an intermittent basis while Leeuwpan has not always been successful in achieving its month-on-month and quarterly targets.

Energy business incentive schemes

The STI and LTI for Cennergi Holdings were developed during the year under review and approved by the remuneration committee in 2022. The STI and LTI principles and design support the growth trajectory of Cennergi and the timing anticipated to deliver on this growth profile. They also take into consideration the underlying volatility associated with Cennergi's value creation strategy relative to Exxaro and other energy industry peers. The re-pacing strategy for the energy business, which resulted in a reduction of the gigawatts target and the need for a holistic capital allocation view across Exxaro, led to further design changes to the LTI. The rules were since finalised and approved in line with the design changes.

The STI is aimed at incentivising participants over the short term using a scorecard comprising annual and milestone-based targets. The STI is settled annually based on the achievement against the scorecard. The scorecard is updated on an annual basis to ensure that it supports the Cennergi strategy.

The LTI consists of a bonus matching incentive, which makes up 20% of the LTI, and a value appreciation rights plan (VARP), which makes up 80% of the LTI. Cennergi employees will also receive a once-off VARP allocation. The payout of the VARP is linked to the growth in the enterprise value of Cennergi over the performance period. The VARP allocation percentage was calibrated to be 80% of the on-target LTI allocation of the participants to take into consideration the potential value of the matching incentive, which represents the other 20% of the LTI. The matching scheme was introduced to ensure that Cennergi participants have some alignment with the group and our future performance. The rand value of the STI outcome will be matched in Exxaro shares.

Performance achievement and recognition

Performance achievement, previously known as performance management, was developed and implemented as part of our employee offering and in support of the culture development of Exxaro. In 2022, we continued with change management processes aimed at embedding the principles of performance achievement and aligned to pay for performance. To support the embedment process, a simplified performance achievement system was developed to transact on the performance and rewarding of individuals, teams and business.

Recognition continues to be an integral part of our total rewards offering and our rewards value proposition, with informal and formal recognition being encouraged to drive the appropriate behaviours to achieve our business objectives. We have also developed and approved the parental leave policy aligned to our diversity, equity and inclusion strategic objective on gender equity, which is a further enhancement on our employer value offering.

Independent remuneration advisers

The company continues to seek independent and professional advice on remuneration matters from consultants regarded by the committee as fully independent. We have consulted PricewaterhouseCoopers, Remchannel and Willis Towers Watson on matters around remuneration, Africa People Advisory Group and Vasdex Associates on the STI and LOS schemes, Employment Conditions Abroad on expatriate policy and remuneration, and Korn Ferry on matters on job and role families.

2023 focus areas

The remuneration policy will evolve as we continue to embed the new schemes and simplify our processes. A significant focus for 2023 will be to create a plan to narrow the wage gap, in consultation with key stakeholders.

Wage gap

We are committed to addressing the wage gap and establishing key principles on how this is to be done. It is understood that meaningful conversation, in-depth analysis and stakeholder engagement are a must to understand and explore the complexity of the subject. As such, we have developed a wage gap roadmap that includes critical milestones that will be achieved in a collaborative manner, aligned to our purpose. Phase 1 of this journey includes identifying and developing structures and mobilising resources. Phase 2 envisages crafting Exxaro's statement of intent and defining principles that will guide the design of our approach and our interventions. Phase 3 includes developing a project plan with clear milestones and performing the calculations using multiple methodologies. The proposed interventions to help narrow the wage gap will also be tabled for consideration. Lastly, a review of the existing remuneration policy and philosophy will be undertaken to determine the extent to which they support this important piece of work. Communication, change management, reporting and a continuous review of our processes should enable us to continue with our commitment towards ensuring that we pay all employees equitably and in a manner that enables them to effectively participate in the economy. This work should also help ensure that we are ready to comply with pay-equity-related disclosures per the proposals in the Companies Amendment Bill, and is part of creating sustainable value in line with our ESG objectives.

Policy statement

This remuneration report provides an overview of organisation-wide remuneration with an emphasis on the remuneration structure for the Exxaro executive and non-executive directors. There were no policy exceptions during the year and the committee is satisfied that the remuneration policy achieved its stated objectives.

I would like to thank the board, the committee members, our advisers and management for their support and efforts during the year. We look forward to your support at the upcoming AGM.

Dr Phumla Mnganga

Remuneration committee chairperson

Remuneration policy

Introduction

This section provides a broad overview of the remuneration philosophy, principles and policies applicable to the various remuneration elements in terms of the different employee categories, including executive directors, prescribed officers, senior management and, on a high level, other employees.

Remuneration philosophy

Our remuneration philosophy underpins our group strategy and enables us to achieve our business objectives. Our commitment to pay for performance in alignment with shareholder value creation drives all remuneration activities and continues to deliver a sound value proposition to employees while aligned to our culture and values.

We strive to attract, retain, and empower the best talent to achieve our strategy and create sustainable shareholder value.

Remuneration principles

The vision for reward and remuneration is to provide simple, integrated, holistic solutions, common messages and transparency, and a package differentiated from the market for us to attract, retain and energise talented, high-performing people as our employee offering.

We understand that remuneration is critical in attracting and retaining high-performing individuals. As such, the committee firmly supports the principle that pay must be aimed at reinforcing, encouraging and promoting superior performance. We believe in ethical, fair and responsible remuneration principles, and this belief continues to guide our policies directed at different remuneration elements in our remuneration framework.

Remuneration offering

The table below shows the remuneration offering used to reward employee categories in a fair and equitable manner. The policy provides for an annual assessment of the remuneration offering and consideration of any appropriate actions such as differentiating annual adjustments. In addition, the principles of internal parity, reward for performance and market competitiveness apply. These principles facilitate fair and responsible remuneration.

Remuneration offering by employee category

	Total guaranteed remuneration				Variable pay
			STI schemes		LTI schemes
Employee category*	Notional cost of employment (NCOE)	Total guaranteed package (TGP)	Group incentive scheme (GIS)	Line of sight (LOS)	Long-term incentive plan (LTIP)	Deferred bonus plan (DBP)**	Employee share ownership plan (ESOP)
Executive management	x		x		x	x
Senior management (E band)	x		x		x	x
Middle management(D upper and D middle bands)	x		x		x
Corporate and divisional office Junior management (D lower and C upper bands)	x		x				x
Operations Junior management (D lower and C upper bands)	x			x			x
Corporate and divisional office Non-management and specialist employees (C middle to A bands)	x		x				x
Operations Bargaining unit employees (C middle to A bands)		x		x			x

*	The Paterson job grades are indicated by applicable employee category.
**	DBP excludes Paterson E lower grade.

Remuneration mix

The table below indicates the maximum percentage of total guaranteed remuneration (NCOE/TGP) applicable to the variable pay schemes by grade. The remuneration mix is benchmarked on an annual basis prior to granting annual LTI awards.

Remuneration mix for variable pay by Paterson grade at maximum (expressed as a percentage of total guaranteed remuneration)

Grade	Maximum STI %	Maximum LTIP %	Maximum DBP* %	Maximum LTI schemes %	Maximum total variable pay %
F upper*	150.00	231.00	74.25	305.25	455.25
F middle**	112.50	223.00	55.69	278.69	391.19
F lower*	112.50	143.00	55.69	198.69	311.19
E upper*	90.00	101.00	44.55	145.55	235.55
E middle*	75.00	76.00	20.63	96.63	171.63
E lower and D upper	52.50	50.00	0.00	50.00	102.50
D middle	37.50	38.00	0.00	38.00	75.50
D lower	22.50	0.00	0.00	0.00	22.50
A to C bands	18.75	0.00	0.00	0.00	18.75

*	The maximum DBP matched portion is 90% of the total after-tax STI schemes for Paterson grades F band and E upper and 50% for E middle.
**	CEO designate F middle from January to February.

The table below provides an indication of the total variable pay due, by component, for achievement at target. The GIS explicitly states the target bonus quanta applicable at target. The LTIP performance vesting conditions are defined at threshold and maximum to provide an indication of targeted total variable pay. Target is taken as halfway between threshold and maximum. In the case of the DBP, the midpoint of the voluntary deferral is applied, being 50% to the target of the GIS.

Remuneration mix for variable pay by Paterson grade at target (expressed as a percentage of total guaranteed remuneration)

Grade	Target STI %	Target LTIP %	Target DBP* %	Target LTI schemes %	Target total variable pay %
F upper*	100.00	150.15	27.50	177.65	277.65
F middle**	75.00	144.95	20.63	165.58	240.58
F lower*	75.00	92.95	20.63	113.58	188.58
E upper*	60.00	65.65	16.50	82.15	142.15
E middle*	50.00	49.40	13.75	63.15	113.15
E lower and D upper	35.00	32.50	0.00	32.50	67.50
D middle	25.00	24.70	0.00	24.70	49.70
D lower	15.00	0.00	0.00	0.00	15.00
A to C bands	12.50	0.00	0.00	0.00	12.50

*	The target DBP matched portion is 50% of the total after-tax STI schemes for Paterson grades F band to E middle.
**	CEO designate F middle from January to February.

Remuneration mix for CEO, FD and prescribed officers

Total guaranteed remuneration

The policy regarding the setting of fixed pay at Exxaro is to:

• Benchmark using established industry remuneration surveys on an annual basis with a combination of job families and grades to anchor external benchmark jobs for comparison
• Position total guaranteed remuneration around the median of the external benchmark jobs
• Use mining industry peers to compare Paterson grade E and below roles specific to the mining industry
• Use a combination of national remuneration surveys in South Africa for local roles at executive management and some senior management levels that are not specific to the mining industry
• Consider the outcome of the individual performance contract in the annual NCOE salary review process - a three score (on a five-point rating scale) warrants positioning around the median of the benchmark for the job

NCOE

NCOE is the guaranteed remuneration portion of total pay and includes basic salary, benefits and retirement funding.

Basic salary

All bargaining unit employees receive a market-related basic salary, complemented by guaranteed allowances (housing and commuting), variable allowances (shift and standby) as well as benefits (see full list of benefits below).

Benefits

All employees are entitled to the same range of benefits appropriate to their role level and specific circumstances. Management and specialist employees have flexibility in structuring their remuneration within certain company and legislative limitations. During the year, no changes were made to the policies for medical, health and other benefits, except for the medical aid scheme changes as described below.

Retirement fund	Medical health schemes	Group personal accident cover	EAP
All employees are members of one of Exxaro's accredited retirement funds. Retirement fund contributions are determined by specific conditions of employment and for the different levels and categories of employees.	Employees may annually elect to belong to any of the accredited medical schemes as they apply to the relevant employees. Contributions are made by employer and employee. Exxaro does not provide any post-retirement medical benefits. The post-retirement benefit obligation disclosed in the annual financial statements recognises past practice (by Eyesizwe) that was discontinued with the creation of Exxaro in November 2006.	Employees are beneficiaries of a policy that provides additional cover for death, disability and dread disease through group personal cover taken out by Exxaro.	As part of our wellness offering, the EAP offers support in multiple ways including but not limited to legal, financial and substance abuse assistance.

Variable pay

STI schemes

The STI schemes focus on annually contributing to the strategic goals and delivering on our operational and financial objectives in the shorter term. We have two STI scheme structures, namely the GIS and LOS/Matla line of sight incentive (MLOSI) schemes. 

GIS/LOS/MLOSI salient features

Name of STI	GIS	LOS and MLOSI schemes
Participants	All executive to middle management level employees (FU to DM Paterson) in the group/operations functions as well as employees in group functions (DL Paterson and below).	The participants in these schemes include permanent employees in roles graded at and below DL Paterson, based at the operations. They do not participate in the GIS.
Type of scheme and frequency of payment	Formulaically calculated cash bonus, paid annually. Based on a target STI quantum per grade, adjusted for personal and business performance. In the case of Paterson D band and below participants, an interim payment reflective of the business performance portion only may be made at the half-year mark. This will be offset against the resultant annual payment due.	The schemes incentivise participants to deliver safe, quality production volumes on a monthly and quarterly basis. The schemes provide line of sight to predetermined production volumes at each of the relevant BUs.
Apportionment	80% to business performance, of which 75% is apportioned to finance, strategic and operational goals, while 25% is apportioned to ESG goals. 20% to individual performance1 based on the individual performance achievement process, rated on a five-point rating scale. The year-to-date rating will translate to a portion allocated to individual performance.	Safety and quality criteria, together with shifts at work, modify the primary potential payment.
Maximum achievable	150% of the targeted STI quantum.
Gatekeepers	Where the personal score is below a three rating, the percentage score also modifies the respective business performance outcome(s), effectively further reducing the individual's STI portion from business performance.
Business scorecard	See GIS business scorecard goals and weight table below.

1	A small number of bargaining unit employees do not have individual performance contracts and thus will have STIs based 100% on business performance.

The business scorecards embed the business priorities appropriately at Exxaro group, group functional and operational levels. The table below provides an overview of the goals and relative impact they have on the potential outcome of each business scorecard.

GIS business scorecard goals and weight

Overall structure	Weight	Generic drivers	Group	Group function	Operation
Financial, operational and strategic	75%	EBITDA	50.0%	50.0%	0% to 50%
		Other financial	15.0%	10.0%	15% to 45%
		Operational and strategic	10.0%	15.0%	10% to 30%
Safety and climate change	25%	Safety	10.0%	10.0%	10.0%
		Water efficiency	7.5%	7.5%	7.5%
		Energy efficiency	7.5%	7.5%	7.5%
		Overall scorecard total	100.0%	100.0%	100.0%

LTI scheme

Our LTIs consist of two schemes, the LTIP and DBP schemes, which align remuneration with longer-term shareholder expectations and outcomes.

We make general share awards to participants (Paterson D middle and above) during the year in terms of the LTIP and the DBP schemes. Our ESOP (called GreenShare) was introduced in July 2020 and is applicable to employees not participating in the LTI scheme.

LTIP

The committee makes annual conditional performance awards that are subject to the achievement of performance targets and employees remaining in employment for three years (full vesting period).

The face value of the allocations depends on the employee's NCOE and a grade-specific percentage. The committee evaluates the achievement of the performance conditions biannually. The awards will only vest after three years. The percentage of awards that ultimately vest ranges between a median threshold (50%) and a maximum (100%). A linear sliding scale is used to calculate a proportional vesting for an actual performance result between threshold and maximum. For any actual performance below threshold, no awards will vest and for any performance at or exceeding the maximum, the awards that will vest are capped at 100%.

ROCE condition

The ROCE condition had a weighting condition of 33.33%.

The ROCE calculation will be based on net operating profit plus income from non-equity-accounted investments plus income from equity-accounted investments, as a percentage of average capital employed.

Therefore, a sliding scale based on a percentage ROCE achievement will apply as follows:

• 17% ROCE achievement will result in 50% vesting
• 19% ROCE achievement will result in 90% vesting
• 22% ROCE achievement will result in 100% vesting

The ROCE will be calculated as the arithmetic average of the three years constituting the performance period.

Total shareholder return (TSR) condition

Relative TSR has a weighting of 33.33% and will be compared to performance against the TSR peer group. Energy representation was included in the peer group.

The peer group components and weighting of each will be as follows:

Peer group entities	Weighting
JSE RESI 10	70%
Energy peer group	15%
Thungela	15%
	100%

Exxaro's TSR, for the purposes of this plan, is defined as the compound annual growth rate on a portfolio of Exxaro's ordinary shares purchased in December preceding the grant, holding the shares and reinvesting the dividends received from the portfolio in Exxaro shares until the end of the performance period, and then selling the portfolio on that day.

The monthly TSR calculation will be performed using the dividend payments and Reuters share price data on the nearest trading day to 31 December preceding the award and the nearest trading day to 31 December at the end of the three-year performance period and computing the compound annual growth rate between these dates. Furthermore, in order to ensure that the growth rate calculated in this way is not unduly skewed by fluctuations at the start date and the end date of the measurement period, the three-year period is staggered over a six-month period commencing six months before the award date, such that the final computed growth rate is the average of six three-year periods, commencing six months before the award date and ending on the final date of the three-year performance period.

If the TSR of Exxaro over the three-year period is equal to the median TSR target, then 50% of the TSR portion of the grant will vest.

If the TSR of Exxaro is equal to or greater than the maximum TSR target, then 100% of the TSR portion of the grant will vest.

Achievement of ESG targets

ESG targets have a weighting of 33.34%. The targets will be measured in terms of the approved strategic dashboard used to monitor achievement of the business strategy:

• The targets will be measured as per the FTSE Russell index including international resource peer companies
• A 50% to 100% vesting sliding scale will apply for an annual ESG rating between the median percentile ranking (50% vesting) and the upper quartile percentile ranking (100%)
• The average performance over the three-year period will be measured

The table below summarises the performance vesting conditions applicable to the 2022 awards.

Performance vesting conditions

Performance vesting condition	Weight (%)	Vesting of awards (after year three)
ROCE	33.33	17% ROCE achievement will result in 50% vesting (threshold)
		19% ROCE achievement will result in 90% vesting (target)
		22% ROCE achievement will result in 100% vesting (stretch)
TSR	33.33	Median TSR peer group position will result in 50% vesting
		Top three TSR peer group position will result in 100% vesting
ESG as per FTSE Russell index	33.34	Median ranking will result in 50% vesting
		Upper quartile ranking will result in 100% vesting

Where the actual performance falls between the stated ranges, linear interpolation will be applied between the stated vesting points. The rules and calculating principles will follow the same approach as set out in detail above for future awards.

DBP

The committee selects participants, based on employee grouping and performance, from executive management and senior management to participate in the DBP. The scheme encourages share ownership while reinforcing retention.

Participants from F upper to E upper Paterson grades can elect to voluntarily use a portion (50% or 90%) and E middle (50%) of their post-tax STI payments to acquire Exxaro shares at the prevailing market price.

Participants are entitled to all rights in respect of the shares (pledged) purchased with their post-tax STI portion, including dividends. If the pledged shares are held for the three-year pledged period and participants remain in service for this period, Exxaro will provide a matching award on a one-for-one basis.

No performance vesting conditions are applicable to the matching award.

ESOP (GreenShare)

Our ESOP scheme, GreenShare, was implemented in 2020.

It is broadly based on the principles of Mining Charter III:

• An evergreen scheme
• Provides non-transferable carried interest (dividends) to qualifying employees
• Employees should not carry any risks
• For all permanent South African employees not participating in any management share scheme

When dividends are declared, employees in service will receive a cash payment equal in value to 560 Exxaro shares minus dividend withholding tax. Employees will remain in the scheme for the duration of employment. Employees will not have capital appreciation rights.

Employment contracts

Mxolisi Mgojo retired on 31 July 2022. Vanisha Balgobind and Roland Tatnall resigned during 2022.

Normal termination benefits (leave payout, etc) are payable whenever employment is terminated before the normal retirement date by Exxaro or when employees accept voluntary redundancy.

There were no other special agreements in place regarding severance packages for executive employees.

Executive employment contracts are generally valid until the normal retirement age of 63 with a notice period of three to six months or payment in lieu thereof. The current executive employment contracts do not have a restraint-of-trade clause but include confidentiality undertakings.

Any shares due in terms of participating in the LTIP and DBP are made in line with the rules of the schemes.

Good leaver provisions are triggered in the event of terminations due to:

• Personal events such as retirement, ill health, disability or death in service. Pro-rated vesting of awards
• Company events such as retrenchments, space creations and business divestment. Normal vesting of awards

Non-executive director remuneration

The approach of setting remuneration for external directors was approved in March last year. The methodology ensured better alignment of roles and responsibilities between the main board and sub-boards. The expected annual hours and relevant skills required for the different sub-committees were also considered and it was decided that there would be no differentiation in remuneration between the sub-committees unless significant workload differences are anticipated. This was subsequently approved at the AGM.

The non-executive directors' fees are aligned to the market 50th percentile. External benchmarking is conducted every three years. During the years where external benchmarking is not conducted, the non-executive directors' fees will be increased in line with the approved annual adjustments for management.

MSR

In line with global best practice and shareholder expectations, we adopted an MSR policy in 2021. The aim of the policy is to encourage all executives, including executive directors and prescribed officers, to acquire and hold shares in the company and to reinforce alignment between executive and shareholder interests. Prescribed officers are expected to build and maintain a company shareholding in direct proportion to their NCOE to align their interests to those of shareholders.

Within five years of the implementation date/appointment date, prescribed officers are expected to hold shares in the company with a value of two times NCOE in respect of the CEO, one and a half times NCOE in respect of the FD and one times NCOE in respect of other prescribed officers.

Role	MSRs	Compliance period
CEO	2 x annual NCOE	Five years from date of policy implementation (or from appointment as a prescribed officer, if later)
FD	1.5 x annual NCOE
Other prescribed officers	1 x annual NCOE

Progress towards achieving the target minimum shareholding is evaluated annually. As at December 2022, the MSR status per prescribed officer is indicated in the table below:

	NCOE R	MSR % of NCOE	MSR   target1 R	Private   Exxaro   shareholding2 R	MSR target achieved/ not achieved
Executive directors
Dr N Tsengwa	7 547 800	200%	15 095 600	22 607 318	Achieved
PA Koppeschaar	6 319 275	150%	9 478 913	16 546 600	Achieved
Prescribed officers
AS de Angelis	3 434 928	100%	3 434 928	4 339 629	Achieved
PK Masia3	4 355 010	100%	4 355 010	0	Not yet achieved
JG Meyer	4 515 993	100%	4 515 993	4 853 915	Achieved
MI Mthenjane	4 256 784	100%	4 256 784	21 141 961	Achieved
AT Ndoni4	2 675 147	100%	2 675 147	20 841	Not yet achieved
M Veti	4 198 578	100%	4 198 578	6 047 910	Achieved

1	Based on a volume weighted average share price of R217.19 that prevailed on 31 December 2022.
2	Including DBP pledged shares.
3	Appointed 1 March 2022.
4	Appointed 1 November 2021.

Malus and clawback

Malus (the ability to reduce, including to zero, an award that has not yet accrued or vested to an individual) and clawback (the ability to recover/seek repayment of awards already paid or vested to the individual) remain essential features of our remuneration policy. These processes allow for the risk adjustment of awards already made and, in the case of clawback, awards already vested or paid out.

Where appropriate, the variable remuneration (STIs and LTIs) of individuals who were directly or indirectly accountable for an event may be adjusted.

When considering individual responsibility, the rationale for the implementation of malus and clawback takes a variety of factors into account, such as:

• There has been misbehaviour or material error by a participating employee
• Where the actions of an employee have resulted in reputational damage to the business
• A business suffers material downturn in financial performance or a material failure of risk management
• Awards have been based on material misstatements of the business's financial results or information arises that would have caused benefits to lapse or would have resulted in the board or remuneration committee exercising their discretion differently had the information been known at the time
• The business has suffered a material financial loss because of actions or circumstances attributable directly to an employee or that could have been avoided by the reasonable actions of an employee
• The board or remuneration committee, in their discretion, deem it necessary to apply malus or clawback

The GIS and share-based awards including the LTIP and DBP are subject to malus and clawback provisions enabling the remuneration committee to reduce the vesting level (including to zero) or to recover amounts already paid should this be necessary. The policy has been accepted and acknowledged by all prescribed officers. There were no events of malus or clawback during the 2022 remuneration cycle.

Malus and clawback, and MSRs have been implemented taking into consideration shareholder and stakeholder concerns raised in the roadshows in 2019.

Forward-looking remuneration policy actions for 2023

This section highlights the outlook for 2023.

Fair pay and the wage gap

Our focus on ensuring fair and responsible remuneration will continue in a more consultative way with key stakeholders. The remuneration committee and the SERC will continue to work jointly to ensure that important milestones are met and support Exxaro's diversity, equity and inclusion implementation.

Energy business

We will focus on embedding the new STI and LTI schemes for the Cennergi business to drive behaviours that will enable business growth and encourage alignment between the energy business and Exxaro.

Forward-looking performance contracts for the CEO and FD in 2023

The forward-looking performance contracts for the CEO and FD are shown in the tables below.

Performance contract for the CEO in 2023

Individual key objectives	KPIs	Weight
Strategic growth and financial performance	Execution of the approved energy strategy as per approved plan	35%
	Execution of the approved minerals strategy as per approved plan
	Achievement of TSR top three performer versus approved peer group and ROCE target of 20%
	Logistics value chain security and market volatility strategy (includes TFR issues regarding port-to-pit and proactive market management plans considering coal price)
Business transformation and operational excellence	Establish internal capabilities in business development and M&A (including approved model, structure, terms of reference, roles and responsibilities) for Exxaro	15%
	Oversight on organisational effectiveness programme
Leading people change and social impact	Implementation of fair pay and wage gap plan (as per approved wage gap implementation roadmap)	15%
	Achieve employment equity and gender representation targets across Exxaro in core and management levels aligned to the approved employment equity plan and mechanisms as per diversity, equity and inclusion metrics and plan
Safety and business sustainability	Maintain and achieve overall level 4 B-BBEE rating as per the dtic scorecard	25%
	Oversight of the implementation of the decarbonisation plan. This will include milestones identified in line with the approved plan and measurement scorecard
	Oversight of the implementation of the integrated ESG strategy. This will include milestones identified in line with the approved plan and measurement scorecard
	Oversight of the implementation of the Social Impact strategy. This will include milestones identified in line with the approved plan and measurement scorecard
Cost management and prudence	Identify areas of cost reduction and savings across the Exxaro group (the 2023 budget is a stretched budget)	10%
Total		100%

Performance contract for the FD in 2023

Individual key objectives	KPIs	Weight
Strategic growth and financial performance	Implementation of the minerals divestment strategy as approved by the board (as per project plan, due diligences complete, go/no-go decision taken and successful negotiations of final agreements)	35%
	Deliver supply chain procurement savings of R310 million through opex, capital and strategic sourcing
	Achieve ROCE target of 20% in terms of LTIP sliding scale
	Ensure sufficient funding is available to grow new energy and minerals business(es) aligned to the Exxaro capital allocation framework
	Enablement of corporate portfolio management
	Develop a plan to build sustainable core businesses in minerals and energy (inclusive of funding model(s), structures, planned investments). Market studies completed and identification of possible opportunities. Financial model updated taking into account value accretion versus affordability in context of risk exposure
Business transformation and operational excellence	Deliver group consolidated (and company) annual and interim reporting statements aligned with required regulations and reporting standards	35%
	Deliver consolidated Group budget and forecast
	Facilitate integration of financial reporting of new energy and minerals business (aligned to progress of the investment strategy)
	Accurate, timely and relevant financial reporting within seven days of month-end closing (flash reporting)
Leading people change and social impact	Achieve Mining Charter III procurement targets for 2023 (39% out of 40%)	15%
	Achieve Preferential Procurement target according to amended dtic codes (27 of 29 points)
	Achieve Mining Charter III, dtic and DEL employment equity targets aligned to the approved departmental plan
	Achieve gender representation targets for the group in core and in management levels aligned to the approved employment equity plan and mechanisms
Safety and business sustainability	Positive impact as spokesperson for strategy and finance-related matters	5%
Cost management and prudence	No overdue and/or repeat level 1 and 2 audit findings in area of responsibility	10%
	Departmental budget spend
	Identify areas of cost reduction and savings across the Exxaro group
Total		100%

Non-executive director remuneration

A revised non-executive director remuneration approach that looked at the equalisation of committee fees was approved in 2020. For the sub-committees, there is no differentiation in remuneration between them. The only differentiation is based on workload. The current fees payable to non-executive directors are made up of an annual retainer fee and a per-meeting fee for ad hoc or extraordinary meetings for both board and sub-committee meetings. This retainer fee is based on an assessment of normal annual board and committee workload and is paid in 12 equal monthly payments. Benchmarking is done using the Willis Towers Watson JSE-listed companies survey.

Implementation report

Introduction

Our implementation report discloses remuneration outcomes for non-executive directors, executive directors and prescribed officers. It includes total remuneration received as well as a single total figure of remuneration receivable (as per King IV) for the review period and all constituent remuneration elements.

This section reflects the implementation of the remuneration policy and provides details of the remuneration paid to executive directors and prescribed officers for the period ended 31 December 2022. This section also sets out the detail surrounding the STI and LTI payment and vesting outcomes and includes a summary overview of each executive director and prescribed officer's performance, including the single figure remuneration.

In the review period, implementation complied fully with the remuneration policy. The image below provides details on the standard performance rating scale.

Standard performance scale applied to each KPI

Performance contract and rating of the CEO in 2022

Individual key objectives	KPIs	Weight	Rating
Strategic growth and financial performance	Drive the implementation of the energy strategy	35%	3
	Drive the implementation of the minerals strategy (including coal early value strategy)		3
	Achieve ROCE target of 20% in terms of LTIP sliding scale		5
	Finalisation of the divestment of Leeuwpan		2
Business transformation and operational excellence	Demonstrable actions to maximise early value such as Grootegeluk, Mafube and Belfast mine plans all updated and used for the 2021 and beyond business plans and budget, and all work done including exit and terminal values at exit of assets	25%	4
	Ensure the organisation enables us to achieve the Exxaro vision and strategy through leadership, empowered accountability and decision making, capabilities and management innovation		3
Leading people change and social impact	Embed connect2Next and Exxaro culture by effectively communicating the approved strategy and plans ensuring execution and alignment across the group	20%	4
	Review and finalisation of diversity and inclusion framework		3
	Achieve 90% of total score (12.2 out of 15 points) and one bonus point on B-BBEE rating		4
	Achieve Mining Charter III, dtic and DEL employment equity targets aligned to the approved employment equity and SLP mechanisms		5
	Achieve gender representation targets for the group in core and management levels aligned to the approved employment equity plan and mechanisms		2
Safety and business sustainability	Implement actions at group level to reduce environmental impact (including decarbonisation strategy) and sustain Exxaro's ESG rating	10%	3
Cost management and prudence	Demonstrable actions to strategically manage costs and strategic business risks to ensure alignment to the risk appetite framework and mindful of the trade-offs in respect of the Sustainable Growth and Impact strategy	10%	3
	Identify areas of cost reduction and savings across the Exxaro group		4
Performance rating		100%	3.39

Performance contract and rating of the FD in 2022

Individual key objectives	KPIs	Weight	Rating
Strategic growth and financial performance	Divestment from Leeuwpan operations as approved by board (as per project plan, due diligences complete, successful negotiations of final agreements)	35%	2
	Deliver supply chain procurement savings of R500 million through operational expenditure, capital and strategic sourcing		4
	Achieve ROCE target of 20% in terms of LTIP sliding scale		5
	Ensure sufficient funding is available to grow new energy and minerals business(es) aligned to the Exxaro capital allocation framework		3
	Capital allocation - revise and embed methodology on capital allocation between minerals and energy		3
	Develop plan to build sustainable core businesses' minerals and energy (inclusive of funding model(s), structures, planned investments). Market studies completed and identification of possible opportunities. Financial model updated taking into account value accretion versus affordability in context of risk exposure		3
Business transformation and operational excellence	Appoint diesel service provider and associated diesel rebate claim system	25%	3
	Facilitate integration of financial reporting of new energy and minerals business (aligned to progress of the investment strategy)		3
	Accurate, timely and relevant financial reporting within seven days of month-end closing		3
Leading people change and social impact	Embed connect2NEXT and Exxaro culture by effectively communicating the approved strategy and plans ensuring execution and alignment across the group	20%	3
	Implementation of diversity and inclusion framework to achieve strategic objectives		3
	Achieve Mining Charter III procurement targets for 2022 (37% out of 40%)		4
	Achieve preferential procurement target according to amended dtic codes (27 of 29 points)		3
	Achieve Mining Charter III, dtic and DEL employment equity targets aligned to the approved employment equity and SLP mechanisms		3
	Achieve gender representation targets for the group in core and management levels aligned to the approved employment equity plan and mechanisms		3
Safety and business sustainability	Positive impact as spokesperson for strategy and financial related matters. Sustain current stakeholder perception rating benchmarked by FTI Consulting and set baseline for 2022	10%	3
Cost management and prudence	No overdue and/or repeat level 1 and 2 audit findings in area of responsibility	10%	4
	Identify areas of cost reduction and savings across the Exxaro group		4
Performance rating		100%	3.25

Awards under STI schemes

In the table below, we disclose the business and individual performance outcomes used in determining the STI for each executive director and prescribed officer. All payments are due as per policy and there were no deviations.

STI awards for executive directors and prescribed officers in 2022

	NCOE	Business Performance Score (80%)	Individual Performance/ (20%) Rating factor	STI Target	Total Actual STI
Executive directors and prescribed officers	(R)	(%)	(%)	(%)	(R)
MDM Mgojo1	4 820 290	106.19	80	100	4 047 137
Dr N Tsengwa	7 547 800	106.19	115	100	7 866 142
PA Koppeschaar	6 319 275	111.23	115	75	5 307 320
V Balgobind2	3 362 533			60
H Bhola3	2 554 764	112.48	115	50	1 414 817
AS de Angelis	3 434 928	108.84	80	60	1 765 318
L Groenewald4	3 752 379	106.19	100	60	2 301 752
PK Masia5	4 355 010	104.99	115	75	3 494 746
JG Meyer	4 515 993	110.38	125	60	3 070 151
MI Mthenjane	4 256 784	109.96	115	60	2 834 229
AT Ndoni	2 675 147	109.96	115	50	1 484 294
R Tatnall6	4 425 425				4 586 396
M Veti	4 198 578	109.96	125	60	2 845 857
Total prescribed officers' remuneration	56 218 906				41 018 159

1	Retired 31 July 2022.
2	Resigned 30 November 2022.
3	Appointed as acting executive head: human resources on 13 September 2022. Remuneration information relates to the full year.
4	Appointed as acting managing director: energy on 16 August 2022. Remuneration information relates to the full year.
5	Appointed on 1 March 2022.
6	Resigned 31 August 2022 (STI relates to previous period).

Awards under the LTIP scheme

We also disclose the outcome of the 2020 (and 2019) conditional LTIP awards that vest in April 2023 (and vested in April 2022).

Of the awards made in April 2020, 98.67% vest in April 2023. A summary showing the vesting percentages by vesting condition for the awards appears in the table below.

Performance vesting conditions outcome

Performance vesting condition	Weight %	2022 %	2021 %
Headline earnings per share (HEPS)	33.33		100.00
ROCE	33.33	100.00
TSR	33.33	100.00	30.00
ESG	33.34	96.00	99.62
Overall vesting		98.67	76.54

For 2022

2022 ROCE was 100%. As a stretched target >22% was calculated as the arithmetic average of the three-year performance period.

2022 TSR was 39.1% and positioned first. (Second: Impala Platinum: 34.8%; third: Glencore, 34.2%; fourth: Sibanye Stillwater: 28.8%; fifth: Goldfields: 27.6%; sixth: Northam Platinum: 27.2%; seventh: Anglo American Platinum: 26.3%; eighth: Anglo American: 25.5%; ninth: BHP Billiton: 23.0%; tenth: Sasol: 3.6% and eleventh: AngloGold Ashanti: -1.8%).

In 2022 the governance component of ESG as per the FTSE Russell index met the lower target which resulted in a 96% achievement for the portion of the awards.

For 2021

2021 HEPS was 6 860 cents per share (cps) compared to the maximum vesting (100%) required at 3 163cps.

2021 TSR was 30% and positioned seventh (first: Impala Platinum: 112%; second: Sibanye-Stillwater: 89%; third: Anglo Platinum: 67%; fourth: Gold Fields: 55%; fifth: Anglo American: 37%; sixth: AngloGold Ashanti: 31%; eighth: BHP Billiton: 26% and ninth: Sasol: -20%).

In both periods, a minimum of third position was required to vest 100% of the TSR portion of awards.

In 2021 the governance component of ESG resulted in an achievement at threshold (99.62% vesting) due to the actual portion of 99.92% over the three-year period. This results in 98.83% achievement for this portion based on the targets.

LTIP

The table below illustrates the rights held by each participant, vested shares traded and shares forfeited due to performance conditions not being met in the review period, as well as shares forfeited as a result of resignation in the review period.

LTIP transaction details for executive directors and prescribed officers in 2022

	Conditional awards held at 31 December Number	Vesting period	Proceeds if   exercisable at   31 December1 R	Shares vested during the year Number	Shares   forfeited2 Number	Sale price/ market price R	Pre-tax gain R	Date traded	MSR election Number
Executive directors
MDM Mgojo3
		2022/04/01		88 460	27 109	218.71	19 347 087	2022/04/01
		2023/04/01		91 055	89 974	219.76	20 010 247	2022/08/22
		2024/04/01		45 354	60 946	219.76	9 966 995	2022/08/22
		2025/04/01		7 926	81 055	219.35	1 738 568	2022/09/01
				232 795	259 084		51 062 897
Dr N Tsengwa		2022/04/01		32 393	9 927	218.71	7 084 673	2022/04/01
	66 289	2023/04/01	14 405 263
	80 115	2024/04/01	17 409 791
	14 224	2025/04/01	3 091 017
	78 093	2025/04/01	16 970 390
	238 721		51 876 461	32 393	9 927		7 084 673
PA Koppeschaar		2022/04/01		41 571	12 739	218.71	9 091 993	2022/04/01
	85 072	2023/04/01	18 486 996
	49 954	2024/04/01	10 855 504
	41 816	2025/04/01	9 087 035
	176 842		38 429 535	41 571	12 739		9 091 993
Prescribed officers
V Balgobind4		2022/04/01		17 558	5 380	218.71	3 840 110	2022/04/01
		2023/04/01			35 930
		2024/04/01			20 503
		2025/04/01			17 163
				17 558	78 976		3 840 110
H Bhola5		2022/04/01		8 340	2 555	218.71	1 824 041	2022/04/01
	17 065	2023/04/01	3 708 395
	10 447	2024/04/01	2 270 238
	8 828	2025/04/01	1 918 413
	36 340		7 897 046	8 340	2 555		1 824 041
AS de Angelis		2022/04/01		6 554	2 510	218.71	1 433 425	2022/04/01	1 638
	33 410	2023/04/01	7 260 327
	19 066	2024/04/01	4 143 232
	15 960	2025/04/01	3 468 268
	68 436		14 871 827	6 554	2 510		1 433 425		1 638
L Groenewald6		2022/04/01		16 128	4 942	218.71	3 527 355	2022/04/01
	33 002	2023/04/01	7 171 665
	19 175	2024/04/01	4 166 919
	16 832	2025/04/01	3 657 762
	69 009		14 996 346	16 128	4 942		3 527 355
PK Masia7	34 170	2025/04/01	7 425 483
	34 170	2025/04/01	7 425 483
	68 340		14 850 966
JG Meyer		2022/04/01		10 796	6 617	218.71	2 361 193	2022/04/01	10 796
	44 185	2023/04/01	9 601 842
	25 214	2024/04/01	5 479 254
	21 107	2025/04/01	4 586 762
	90 506		19 667 858	10 796	6 617		2 361 193		10 796
MI Mthenjane		2022/04/01		18 317	6 237	218.71	4 006 111	2022/04/01	2 035
	41 649	2023/04/01	9 050 744
	23 767	2024/04/01	5 164 807
	19 895	2025/04/01	4 323 382
	85 311		18 538 933	18 317	6 237		4 006 111		2 035
AT Ndoni	12 165	2024/11/01	2 643 576
	9 296	2025/04/01	2 020 114
	21 461		4 663 690
M Veti		2022/04/01		20 074	6 152	218.71	4 390 385	2022/04/01
	41 080	2023/04/01	8 927 095
	23 442	2024/04/01	5 094 181
	19 623	2025/04/01	4 264 274
	84 145		18 285 550	20 074	6 152		4 390 385

1	Based on a share price of R217.31 that prevailed on 31 December 2022.
2	Shares forfeited due to performance conditions not being fully met.
3	Retired 31 July 2022.
4	Resigned 30 November 2022.
5	Appointed as acting executive head: human resources on 13 September 2022. Remuneration information relates to the full year.
6	Appointed as acting managing director: energy on 16 August 2022. Remuneration information relates to the full year.
7	Appointed 1 March 2022.

DBP

The table below illustrates the rights held by each participant and vested shares traded.

DBP transaction details for executive directors and prescribed officers in 2022

	Shares held at 31 December Number	Exercisable period	Pre-tax value   if exercisable   at   31 December1 R	Shares exercised during the year Number	Shares   forfeited2 Number	Sale price/ market price R	Pre-tax gain R	Date traded	MSR Election Number
Executive directors
MDM Mgojo3		2022/03/15		1 460		209.58	305 987	2022/03/16
		2022/03/31		8 618		212.89	1 834 686	2022/03/31
		2023/03/31		10 206	2 916	219.76	2 242 871	2022/08/22
		2023/08/31		842	477	219.76	185 038	2022/08/22
		2024/03/19		385	482	219.76	84 608	2022/08/22
		2024/03/31		4 031	5 039	219.76	885 853	2022/08/22
		2024/09/21		274	714	219.76	60 214	2022/08/22
		2025/03/04		270	2 161	219.76	59 335	2022/08/22
		2025/03/31		661	5 289	219.76	145 261	2022/08/22
				26 747	17 078		5 803 853
Dr N Tsengwa		2022/03/15		536		209.58	112 335	2022/03/24
		2022/03/31		2 436		212.89	518 600	2022/04/04
	432	2023/08/31	93 878
	589	2024/03/19	127 996
	2 770	2024/03/31	601 949
	3 791		823 823	2 972			630 935
PA Koppeschaar		2022/03/31		5 543		212.89	1 180 049	2022/03/31
	4 778	2023/03/31	1 038 307
	1 004	2023/08/31	218 179
	750	2024/09/21	162 983
	1 024	2025/03/04	222 525
	7 556		1 641 994	5 543			1 180 049
Prescribed officers
V Balgobind4		2022/03/15		363		209.58	76 078	2022/03/22
		2022/03/31		2 623		212.89	558 410	2022/03/31
		2023/03/31			2 241
		2024/09/21			244
		2025/03/04			1 077
		2025/03/31			1 982
				2 986	5 544		634 488
H Bhola5		2022/03/15		227		209.58	47 575	2022/03/24
		2022/03/31		718		212.89	152 855	2022/04/06
	1 110	2023/03/31	241 214
	137	2024/03/19	29 771
	778	2024/03/31	169 067
	159	2024/08/31	34 552
	394	2025/03/04	85 620
	584	2025/03/31	126 909
	3 162		687 133	945			200 430
AS de Angelis	1 092	2023/03/31	237 303
	466	2023/08/31	101 266
	202	2024/03/19	43 897
	1 269	2024/03/31	275 766
	227	2024/09/21	49 329
	3 256		707 561
L Groenewald6		2022/03/15		589		209.58	123 443	2022/03/16
		2022/03/31		2 338		212.89	497 737	2022/04/08
	3 655	2023/03/31	794 268
	552	2023/08/31	119 955
	200	2024/03/19	43 462
	1 275	2024/03/31	277 070
	409	2024/09/21	88 880
	1 004	2025/03/04	218 179
	1 845	2025/03/31	400 937
	8 940		1 942 751	2 927			621 180
JG Meyer	4 942	2023/03/31	1 073 946
	301	2024/09/21	65 410
	5 243		1 139 356
AT Ndoni	96	2025/03/04	20 862
	96		20 862
M Veti		2022/03/15							433
		2022/03/31							1 730
	682	2023/08/31	148 205
	449	2024/03/19	97 572
	3 180	2024/03/31	691 046
	278	2024/09/21	60 412
	4 589		997 235						2 163

1	Based on a share price of R217.31 that prevailed on 31 December 2022.
2	Matching shares forfeited due to termination of services.
3	Retired 31 July 2022.
4	Resigned 30 November 2022.
5	Appointed as acting executive head: human resources on 13 September 2022. Remuneration information relates to the full year.
6	Appointed as acting managing director: energy on 16 August 2022. Remuneration information relates to the full year.

DBP income for executive directors and prescribed officers

	DBP shares held as a percentage of NCOE at 31 December 2022 %	DBP shares held at 31 December 2022		2020 DBP shares matched
Executive directors and prescribed officers		R	Number	R	Number
MDM Mgojo1				5 803 852	26 747
Dr N Tsengwa	11	823 822	3 791	630 935	2 972
PA Koppeschaar	26	1 641 994	7 556	1 180 049	5 543
V Balgobind2				634 488	2 986
H Bhola3	27	687 134	3 162	200 430	945
AS de Angelis	21	707 561	3 256
L Groenewald4	52	1 942 751	8 940	621 179	2 927
PK Masia5
JG Meyer	25	1 139 356	5 243
MI Mthenjane
AT Ndoni	1	20 862	96
M Veti	24	997 236	4 589

1	Retired 31 July 2022.
2	Resigned 30 November 2022.
3	Appointed as acting executive head: human resources on 13 September 2022. Remuneration information relates to the full year.
4	Appointed as acting managing director: energy on 16 August 2022. Remuneration information relates to the full year.
5	Appointed 1 March 2022.

Total executive management remuneration

The total single figure remuneration for executive directors and prescribed officers is stated in the table below to align with King IV disclosure. The 2022 LTIP granted on 1 April 2020 will vest on 1 April 2023 as a result of 2022 performance conditions. Since the portion of the DBP voluntary deferral is included under the STIs, proceeds from the matched portion of the DBPs are reflected under LTIs.

Single figure remuneration as per King IV for 2022 and 2021

	Year	NCOE R	Recognition and other payments R	STIs R	LTIs R	Total remuneration R
Executive directors
MDM Mgojo1	2022	4 820 290	8 656 164	4 047 137	35 378 989	52 902 580
	2021	7 901 087	180 482	4 079 336	15 062 971	27 223 876
Dr N Tsengwa	2022	7 547 800	6 260	7 866 142	14 307 551	29 727 753
	2021	6 027 849	5 760	2 840 928	5 406 053	14 280 590
PA Koppeschaar	2022	6 319 275	6 260	5 307 320	19 497 606	31 130 461
	2021	5 997 927	7 760	3 018 760	7 201 992	16 226 439
Prescribed officers
V Balgobind2	2022	3 362 533	1 524 209			4 886 742
	2021	3 509 586	22 096	1 520 708	3 140 369	8 192 759
H Bhola3	2022	2 554 764	57 860	1 414 817	3 900 288	7 927 729
	2021
AS de Angelis	2022	3 434 928	6 260	1 765 318	7 502 334	12 708 840
	2021	3 263 475	5 760	1 414 066	1 252 206	5 935 507
L Groenewald4	2022	3 752 379	20 226	2 301 752	7 990 505	14 064 862
	2021
PK Masia5	2022	4 355 010		3 494 746		7 849 756
	2021
JG Meyer	2022	4 515 993	6 260	3 070 151	10 548 084	18 140 488
	2021	4 315 962	5 760	1 870 110	3 300 642	9 492 474
MI Mthenjane	2022	4 256 784	105 677	2 834 229	8 930 369	16 127 059
	2021	4 068 234	54 434	1 762 768	3 111 091	8 996 527
AT Ndoni	2022	2 675 147	722 290	1 484 294		4 881 731
	2021	445 858	700 000	81 726		1 227 584
R Tatnall6	2022	4 425 425	9 160 650	4 586 396		18 172 471
	2021	5 657 129				5 657 129
SE van Loggerenberg7	2022
	2021	322 975	2 475 940			2 798 915
M Veti	2022	4 198 578	6 260	2 845 857	8 956 570	16 007 265
	2021	4 012 608	5 760	1 738 666	3 399 275	9 156 309

1	Retired 31 July 2022.
2	Resigned 30 November 2022.
3	Appointed as acting executive head: human resources on 13 September 2022. Remuneration information relates to the full year.
4	Appointed as acting managing director: energy on 16 August 2022. Remuneration information relates to the full year.
5	Appointed 1 March 2022.
6	Resigned 31 August 2022.
7	Resigned 18 February 2021.

The STIs are inclusive of the voluntary individual deferral made for 2022.

The LTIP reflects 98.67% of the April 2020 award that will vest on 1 April 2023 based on the share price of R217.31 that prevailed on 31 December 2022.

For 2022

The amount of R6 260 includes zero fatality and LTIFR rewards.

The long service award is included for H Bhola; R51 600.

Leave encashment amounts are included for MDM Mgojo: R225 220, V Balgobind: R279 121, L Groenewald: R13 966, MI Mthenjane: R99 417 and R Tatnall R160 650. Retention allowance is included for AT Ndoni: R722 290.

Exit payment is included for MDM Mgojo: R8 424 684, V Balgobind: R1 238 828 and R Tatnall R9 000 000.

LTIs include the accelerated/pro-rated vesting due to retirement for LTIP and DBP - MDM Mgojo.

STI payment R Tatnall R4 586 396 relates to previous period.

For 2021

The amounts of R3 000 for fatality-free recognition and R2 760 for LTIFR recognition were paid for all directors and prescribed officers in 2021. Leave encashment is included for MDM Mgojo: R130 721, V Balgobind: R16 336, MI Mthenjane: R44 974 and SE van Loggerenberg: R37 970.

Long service awards are included for MDM Mgojo: R44 000 and PA Koppeschaar: R2 000. Recognition award is included for MI Mthenjane: R3 700.

Retention allowance is included for AT Ndoni: R700 000.

Exit payment is included for SE van Loggerenberg: R2 437 970.

Non-executive directors' remuneration

	2022				2021
	Fees for services R	Benefits and allowances R	Fees for services rendered to subsidiaries R	Total R	Fees for services R	Fees for services rendered to subsidiaries R	Total R
Non-executive directors
GJ Fraser-Moleketi	1 341 322			1 341 322	1 348 895		1 348 895
K Iretona1	550 142			550 142
B Magaraa 1	550 577			550 577
B Mawashaa1	655 316			655 316
IN Malevu	629 194			629 194	264 307		264 307
L Mbatha	652 318		88 136	740 454	667 102	61 184	728 286
Dr P Mngangaa1	662 442			662 442
VZ Mntambo	652 754		116 696	769 450	694 100	108 012	802 112
MJ Moffett2					306 340	188 100	494 440
LI Mophatlane	1 217 826	3 253		1 221 079	923 897	46 234	970 131
MLB Msimang	848 293			848 293	438 671		438 671
EJ Myburgh3	527 452			527 452	1 217 809		1 217 809
V Nkonyeni	1 067 868			1 067 868	991 677	236 500	1 228 177
CJ Nxumalo	1 028 084			1 028 084	616 741		616 741
MG Qhena (chairperson)	2 198 914	22 168		2 221 082	1 267 377		1 267 377
J van Rooyen4					878 214		878 214
PCCH Snyders	1 177 614			1 177 614	1 012 324		1 012 324
Total non-executive directors' remuneration	13 760 116	25 421	204 832	13 990 369	10 627 454	640 030	11 267 484

1	Appointed 7 February 2022.
2	Resigned on 11 May 2021.
3	Retired 25 May 2022.
4	Retired on 27 May 2021.