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Exxaro Resources Limited
Environmental, social and
governance report for the year ended
31 December 2023

Logistics committee report

Dear shareholders,

I am pleased to present the logistics committee report for the year ended 31 December 2023. The committee was established early in 2023 to guide mitigation of rail logistic challenges to ensure Exxaro's continued sustainable growth.

Zwelibanzi Mntambo

Logistics committee chairperson

Committee overview

Composition

Committee members are appointed by the board, on recommendation of the nomination committee, to ensure there is a balanced blend of skills and experience so that the committee is able to discharge its function. The board is satisfied that the committee members have the necessary experience. The committee consisted of four independent non-executive directors and one non-executive director.

Gender and racial diversity

Meetings

The committee held four scheduled meetings in 2023.

Members Designation Attendance at scheduled meetings
Zwelibanzi Mntambo Non-executive director and logistics committee chairperson 4/4
Ben Magara Independent non-executive director 2/4
Dr Phumla Mnganga Independent non-executive director 4/4
Mvuleni Geoffrey Qhena Independent non-executive director 4/4
Peet Snyders Independent non-executive director 4/4

Role and purpose

Early in 2023, the board established a non-remunerative ad hoc board committee to address the threat of rail capacity unavailability to Exxaro's strategy. The role of the logistics committee is to monitor and report on the development of long-term solutions for logistic access to international markets, identification of medium-term solutions and alternatives and related matters.

In the second half of the year, on recommendation from the nomination committee, the board approved this committee as a standing committee of the board.

The committee has an independent role in terms of which it operates and makes recommendations to the board, monitors on behalf of the board and reports to the board on mainly:

  • Development of long-term solutions for logistics to access international markets for coal and minerals
  • Identification of medium-term logistics solutions and alternatives to mitigate TFR issues to increase volumes

Terms of reference

The committee's terms of reference were drafted and aligned with legislation, regulations and King IV. The committee is satisfied that it has conducted its affairs and discharged its responsibilities in accordance with its terms of reference.

Performance evaluation

As there is no regulatory requirement to conduct an annual external independent performance assessment, while King IV recommends regular performance evaluations for all board committees, it is a governance practice at Exxaro to conduct such independent assessments every second year.

Although this is a new committee, we conducted an internal evaluation of its performance and effectiveness at the end of 2023, in accordance with King IV recommendations. The assessment concluded that the committee functions effectively.

2023 in review

Key highlights Material themes
Established a logistics committee to assist and guide management in addressing the rail logistics challenges impacting operational performance and stakeholder value
Monitored the execution of the Exxaro logistics vision for the short, medium and long term, including opportunities existing in and outside of South Africa, to address logistics challenges
Considered the progress on the logistics programme and key initiatives identified in the logistics vision, including various interim solutions
Monitored the coal industry working group's progress on addressing challenges on the coal line in collaboration with TFR

Future focus

Key focus areas 2023/2024

Continuing with oversight of the development and review of the long-term logistics solutions to access international markets
Continuing to monitor the identification and review of medium-term logistics solutions to mitigate TFR risk and increase exports

Conclusion

The committee, in carrying out its duties, has due regard of its terms of reference and the principles and recommended practices of King IV. The committee is satisfied that it has considered and discharged its responsibilities.

On behalf of the logistics committee

Zwelibanzi Mntambo
Logistics committee chairperson

10 April 2024

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