Remuneration report

Remuneration philosophy statement: We strive to attract, inspire and retain the best talent to achieve our Sustainable Growth and Impact strategy and create sustainable stakeholder value.

Report structure

Section 1: Message from the remuneration committee chairperson

This section covers:

• Business performance and key remuneration outcomes
• Shareholder engagement
• 2023 remuneration focus areas and outcomes
• 2024 remuneration focus areas

Business performance and key remuneration outcomes

In 2023, we operated in a challenging and uncertain environment at an industry, national and global level. Ongoing electricity challenges, high inflation and low economic growth continued to dominate the local operating environment. The local mining industry navigated ongoing logistics challenges, which negatively impacted our cost of doing business.

In 2023, employees' salaries and benefits totalled R6.9 billion and we implemented annual salary increases of 7% for our bargaining unit employees (in line with the three-year wage agreement). Management and specialist employees received an average increase of 6.18% with 0.5% for fair pay adjustments. Our nonexecutive directors' fees increased by 6.68% to bring them closer to the 50th percentile of the market benchmarks.

Our 2023 financial performance was challenged with group EBITDA targets, for purposes of our GIS not being achieved. However, we paid out R153 million for our GIS. Despite volume challenges, we achieved our group cash cost per tonne target through focused management on cost containment and operational discipline.

With respect to our LOS and Matla LOS incentive (MLOSI) production schemes, we paid out R245 million.

With respect to our LTI scheme, our ROCE performance exceeded our target of 20% by 18.53% (38.53% average for the three years December 2021 to 2023), and a total shareholder return (TSR) was achieved of 32.5% – a performance that placed Exxaro second relative to its peer group (the JSE Capped Resources 10 Index (RESI 10)). Shares awarded in 2021 vested at 98.67% for participants in our LTI scheme over a three-year vesting period.

Remuneration committee governance

Please see our remuneration committee report.

Shareholder engagement

Proactive engagement with our shareholders continued to be a key priority for the board and the committee. We conducted another roadshow which provided valuable feedback from shareholders on areas of concern and the opportunity for us to answer questions about our overall remuneration structure and approach.

Shareholders complimented our remuneration policy and the structure of our STI and LTI schemes, particularly our LOS scheme and our energy business incentive schemes.

The key themes discussed with shareholders included:

• The architecture of the schemes in response to STI targets and LTI performance conditions
• Monitoring of any challenges our executives and prescribed officers may face with our minimum shareholder requirement (MSR) and executives' pleasing progress in fulfilling their MSR obligations
• Addressing the wage gap with consideration of multiple stakeholders to broaden our perspectives as we prepare for the expected legislative requirement to disclose associated ratios, for which we have established a baseline
• Explaining how Exxaro ensures its performance-based remuneration practices and performance management process are robust with due differentiation when salary increases are awarded and STIs are paid

Shareholders expressed gratitude for the opportunity to engage with us and we are committed to continuing such ongoing engagement.

At our AGM in May 2023, shareholders again provided strong support for our remuneration policy. However, support for our implementation report decreased.

2023 remuneration focus areas and outcomes

The remuneration committee strives to achieve a balance between facilitating remuneration outcomes that support the delivery of our strategy and increased shareholder value. Overall, we are pleased with our progress on our remuneration journey. We continue to align performance outcomes to serve the interests of internal and external stakeholders, and we strive to ensure shareholders' interests are always addressed while considering appropriate pay for performance, labour stability and employee engagement.

Continued oversight of the implementation of pay parity in support of fair and responsible remuneration

Fair pay remains a critical success factor aligned with our DEI strategy.

Salary increases awarded to executive, management and specialist categories were adjusted with due consideration of the consumer price index and market trends. The annual salary review process included an adjustment to close remuneration disparities in line with our remuneration principles of pay for performance and benchmarking employees using the median of their job grade and job family.

Our robust performance management process enables alignment with concomitant remuneration, as free of bias as possible and justifiably differentiated. We use an ideal comparative ratio to align pay to performance and contribution. High performers receive a higher STI: linked to the 20% of their incentive that is based on individual performance, with a stepped incentive percentage distribution curve. This enables exceptional performers to earn up to 150% of their guaranteed package as an STI.

The fair pay analysis, which looks at employee remuneration at the same levels and within the same job family, is integral to our salary review process, and we closed any identified unfair pay gaps.

Addressed the wage gap across vertical levels and implemented measures to narrow it

Our wage gap project compares Exxaro's wage gap to the market to ensure our employee value proposition responds to societal challenges and economic pressures facing our employees.

The committee supported the establishment of a multidisciplinary task team to co-create and achieve the project deliverables articulated in the wage gap roadmap below.

As part of our commitment to addressing the wage gap, we established key principles in executing the roadmap. We held robust discussions and conducted in-depth analyses to explore and understand the full complexity of the matter.

We solidified our statement of intent and defining principles and aligned these to the Employment Equity Plan requirements (EEA2 and EEA4) and the draft Companies Amendment Bill, in addition to the Exxaro values, purpose and remuneration principles. Together they guide the design of our approach and our interventions. Our project plan has clear milestones that we monitor closely to ensure we achieve our objectives.

We are reviewing and baselining relevant metrics for our work on the wage gap and this work is progressing well.

External advisers reviewed our baseline analysis and concluded that our calculations generally compare favourably with the mining industry and the general market. The committee intends to disclose the wage gap calculations as and when required by legislation.

Remuneration and philosophy statement updates

We updated the remuneration policy and philosophy statement to remain relevant while flexibly and responsibly managing remuneration. Notable updates include:

• The inclusion of our wage gap principles and their significance to our employee value proposition and contribution to current societal challenges and economic pressures our employees face
• The wage gap statement of intent linked to Exxaro's purpose, values and broader remuneration principles
• An updated remuneration framework as part of a broader total reward approach outlining all monetary and non-monetary elements
• While we continue to strive to pay competitive salaries, we will generally benchmark guaranteed pay at the 50th percentile of the market for full performance and may benchmark certain key strategic, scarce and critical roles at other data points in our remuneration ranges, including the 75th percentile
• Specific approaches to the remuneration of new appointments and respective positioning are addressed to better guide pay decisions for new employees
• Sign-on bonus criteria and application are included to ensure appropriate and consistent application
• The eligibility, considerations, approvals and application of signon shares were updated to clarify application thereof
• Details on the application of retention payments are included to ensure correct and consistent use

Review and enhancement of total reward framework

Our review and enhancement of the total reward framework included monitoring and approving all STI and LTI schemes in accordance with shareholder-approved rules.

The update to the remuneration policy included a full review of the remuneration framework, which outlines all tangible and intangible elements to ensure ongoing alignment with the people strategy. The STI rules were updated and approved in line with the delegation of authority and LTI award vesting was implemented in line with the approved rules and executed smoothly. We continued to leverage technology to support our overall employee experience and successfully implemented a new web-based platform to improve administration of our share schemes and to enhance participants' experience.

Review and enhancement of Cennergi STI and LTI

For our energy business, the STI and LTI principles and design support Cennergi's growth trajectory and the timing anticipated to deliver on Cennergi's growth profile. The STI and LTI schemes also consider the underlying volatility associated with Cennergi's valuecreation strategy relative to Exxaro and other energy industry peers. The STI aims to incentivise participants over the short term using a scorecard comprising annual and milestone-based targets. The STI is settled annually based on achievement against the scorecard, which is updated annually to ensure it supports the Cennergi strategy. The LTI comprises a bonus-matching incentive and a value appreciation rights plan (VARP). The VARP payout is linked to growth in Cennergi's equity value over the performance period. The VARP allocation percentage is calibrated to be 80% of participants' on-target LTI allocation to consider the potential value of the matching incentive, which represents the other 20% of the LTI. The matching scheme was introduced to ensure Cennergi participants are aligned with the group and our future performance. The rand value of the matching incentive outcome will be matched in Exxaro shares with 50% vesting after 12 months and the remaining 50% vesting after 24 months.

During the year in review, we changed the STI design to incorporate individual performance in the determination of STI outcomes. VARP milestones were approved for 2026 to 2030. In addition, variable pay strategies for Cennergi Proprietary Limited and Cennergi Holdings Proprietary Limited were harmonised for internal parity between the two entities and to ensure market alignment for Cennergi Proprietary Limited.

Monitoring compliance with the MSR policy for all executives

The committee continued to seek ways to support executives aiming to achieve their MSR obligations. Our monitoring indicates implementation was successful as many executives are likely to achieve their MSR ahead of the required five-year period.

Review board non-executive directors' fees

The committee commenced a review of the existing framework for the remuneration of non-executive directors. This includes reassessing and recalibrating the peer group used for the benchmarking of non-executive director fees to ensure that it remains appropriate. This review will be completed during 2024 and in the interim the board has decided that the proposed increase in non-executive directors' fees for 2024 be aligned to the approved 2024 annual adjustment for management and specialist category employees.

Employee benefits

As our employee benefits remain an important aspect of Exxaro's total rewards perspective, the committee reviewed primary employee benefits to identify potential gaps. The review found that some employees did not qualify for basic funeral cover under the provisions of their existing pension scheme. We also identified medical aid gap cover as another benefit for employees, given the increasing cost of medical care. Seeking enhancements to our suite of benefits, we are investigating optional gap and funeral cover for all employees.

2024 remuneration focus areas

• Support ongoing engagement and interaction with shareholders
• Continue our wage gap journey by tracking our wage gap and fair pay, and implementing changes where required
• Review Exxaro's LTI plan (LTIP) rules and associated performance conditions
• Embed and operationalise Cennergi's STI and LTI schemes
• Review the recognition policy and programme
• Review all benefits and allowances to identify further opportunities to enhance our reward offering and ensure these remain fit for purpose and competitive
• Continue to monitor and, where necessary, support executives aiming to achieve their MSR
• Completion of the review of the remuneration of non-executive directors framework

Independent remuneration advisers

Exxaro continues to seek independent and professional advice on remuneration matters from consultants regarded by the committee as fully independent. We consulted PwC and Vasdex Associates on our non-executive director benchmarks, Remchannel on Cennergi's STI and LTI schemes, Bowmans and 21st Century on the wage gap and Korn Ferry on role evaluations and job families.

Conclusion

The remuneration committee is satisfied that it has fulfilled the requirements of its terms of reference and that the objectives of the remuneration policy have been met without material deviation.

Finally, I wish to express my sincere appreciation for the support received from each remuneration committee member, the CEO and executive leadership.

Dr Phumla Mnganga

Remuneration committee chairperson

Section 2: Remuneration policy

This section provides a broad overview of the remuneration philosophy, principles and policies that apply to various employee categories, including executive directors, prescribed officers, senior management and, at a high level, other employees.

Remuneration principles

Our reward and remuneration approach aligns with our people strategy and overall business strategy and supports the execution of these strategies with an emphasis on organisational effectiveness. This, in turn, optimises Exxaro's performance and increases shareholder returns.

Total reward

We recognise that people value more than monetary reward. Our approach integrates all reward elements to create a total reward. The cornerstones of our approach are competitive reward and pay for performance. These are set out in detail below. We also emphasise recognition through the Evergreen Awards, which acknowledges individual and team efforts in meeting business goals and reinforcing behaviours aligned with Exxaro's values, culture and leadership principles. Total reward includes guaranteed pay and variable pay, comprising STIs, LTIs and recognition schemes. Other integrated intangible reward and benefit elements include:

• A diverse, inclusive and engaging culture enabled by deep connections, which enables a sense of belonging that helps our people thrive
• Support for our people's professional and personal growth through personalised, meaningful experiences and career mobility within and beyond Exxaro
• A great workplace where the day-to-day lived experience aligns with our intent and supports our people's holistic wellbeing

Wage gap statement of intent

Exxaro is committed to our purpose of powering better lives in Africa and beyond. Guided by our DEI objectives, we strive to deliver on our commitment to fair and responsible pay and effective remuneration practices, which ensure Exxaro's sustainability for all our stakeholders.

In line with our values – empowered to grow and contribute, teamwork, committed to excellence, and honest responsibility – we will demonstrate our commitment by disclosing the wage gap between our highest and lowest paid employees in the prescribed manner. To do this, we review and develop measures to ensure fair and responsible pay and comply with regulatory requirements and generally accepted remuneration practices while considering the needs and legitimate expectations of all stakeholders.

We aim to integrate stakeholder input and align with responsible industry movements as we continue on our fair pay for performance journey.

Wage gap principles

The wage gap is a crucial issue in South Africa, which is characterised by extreme inequality, poverty and unemployment. Our wage gap and fair pay principles aim to address this issue and are rooted in our values and group remuneration principles: consistent, fair, equitable and market-related remuneration.

Fair pay is foundational and an enabler for DEI, which are strategic priorities at Exxaro. It is our ethical responsibility to address inequality and wage gaps horizontally between race and gender and vertically between lower-paid employees and executives.

The following principles reflect our priorities:

• We will implement equitable and replicable pay practices across different business areas, underpinned by a strong performance culture
• We will pursue a sustainable growth strategy, including attracting the scarce and critical skill sets required to support the delivery of our strategy and ensure equitable pay gaps across the group
• We aspire to pay a living wage – the remuneration required for an individual and their family to attain a dignified standard of living – to all our employees
• The wage gap will be addressed in a sustainable and economically viable manner, maintaining a competitive employee value proposition at all levels

Remuneration offering

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

	Total guaranteed remuneration		Variable pay
			STI schemes		LTI schemes
Employee category*	NCOE#	TGP†	GIS	LOS/ MLOSI	LTIP	DBP**	GreenShare
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 the applicable employee category.
#	Notional cost of employment.
†	Total guaranteed package (basic plus relevant benefits).
**	Deferred bonus plan. DBP excludes Paterson E lower grade.

	Total guaranteed remuneration	Variable pay
		STI scheme	LTI schemes
Employee category*	NCOE#	BMP** annual incentive	BMP matching incentive	VARP†
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	x
Junior management (D lower and below)	x	x

*	The Paterson job grades are indicated by the applicable employee category.
#	Notional cost of employment.
**	Bonus and matching plan.
†	Value appreciation rights plan (VARP).

Remuneration mix

The remuneration mix reflects the relative proportions of pay, represented by guaranteed and variable remuneration, meaningfully linked to job type, level of work and expected outcomes:

• Guaranteed remuneration includes all guaranteed items such as basic salary, medical aid, pension fund and guaranteed allowances
• STIs include bonus payments, circumstantial remuneration and recognition rewards with a payment time frame typically one year or less, except where a portion of variable remuneration may be deferred to a later period
• LTIs form part of variable remuneration and are implemented using various share incentive schemes with specific performance conditions to be met at the end of a specific time frame (typically not less than three years)
• Group mechanisms for recognising and rewarding employees for excellence in various categories include:
  • For formal recognition, employees are encouraged to nominate themselves or their colleagues to be acknowledged at various levels, including group level, for an Evergreen Award
  • For informal or day-to-day recognition, line managers and peers are encouraged to recognise discretionary effort without waiting for a formal recognition opportunity

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 annually prior to granting annual LTI awards.

Grade	Maximum STI schemes (%)	Maximum LTIP (%)	Maximum DBP (%)	Maximum LTI schemes (%)	Maximum total variable pay (%)
F upper*	150.00	231.00	74.25	305.25	455.25
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		50.00	102.50
D middle	37.50	38.00		38.00	75.50
D lower	22.50				22.50
A to C	18.75				18.75

*	The maximum DBP matched portion is 90% of the total after-tax STI schemes for Paterson grades F and E upper.
**	The maximum DBP matched portion is 50% of the total after-tax STI schemes for Paterson grades for E middle.

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

Grade	Target STI schemes (%)	Target LTIP (%)	Target DBP (%)	Target LTI schemes (%)	Target total variable pay (%)
F upper*	100.00	150.15	27.50	177.65	277.65
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		32.50	67.50
D middle	25.00	24.70		24.70	49.70
D lower	15.00				15.00
A to C	12.50				12.50

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

Remuneration mix for CEO, finance director and prescribed officers by Paterson grade

Total guaranteed remuneration

Our policy on setting fixed pay is to:

• Annually benchmark using established industry remuneration surveys with a combination of job families and grades to anchor externally benchmarked jobs for comparison
• Position total guaranteed remuneration around the median of the externally benchmarked jobs and at the 75th percentile for strategic, scarce and critical skills
• Consult peers to compare Paterson grade E and below roles specific to the mining industry
• Use the general market to benchmark Cennergi in the absence of sufficient renewable energy companies
• Use a combination of national remuneration surveys in South Africa for local executive management and certain senior management roles not specific to the mining industry
• Consider the outcome of individual performance contracts in the annual NCOE salary review process – a three-point zero score (on a five-point rating scale) warrants positioning around the median of the benchmark for the job

NCOE

This is the guaranteed remuneration portion of total pay, including 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) and benefits (listed below).

Benefits

All employees are entitled to the same range of benefits appropriate to their role and specific circumstances. Management and specialist employees have flexibility in structuring their remuneration within company and legislative limitations. During the year, the policies for medical, health and other benefits did not change. Medical aid scheme changes are described below.

Retirement fund	Medical aid 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 different employee levels and categories.	Employees may annually elect to belong to any of the accredited and applicable medical schemes. Contributions are made by the employer and employee. Exxaro does not provide post-retirement medical benefits. The postretirement benefit obligation disclosed in the annual financial statements recognises past practice by Eyesizwe, which 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 wide-ranging support, including but not limited to legal, financial and substance abuse assistance.

Variable pay

Exxaro STI schemes

Our STI schemes focus on annually contributing to strategic goals and delivering on our operational and financial objectives in the shorter term. We have two STI scheme structures: the GIS and LOS/MLOSI schemes.

GIS/LOS/MLOSI salient features

	GIS	LOS and MLOSI schemes
Participants	All executive to middle management level employees (Paterson FU to DM) in group or operations Employees in group functions or specific operations (Paterson DL and below) Applicable to employees employed for the last six months of the relevant financial year and in service on pay-out date	Permanent employees (Paterson DL and below) based at specific operations Do not participate in GIS
Scheme metrics and frequency of payment	Formulaically calculated cash bonus Paid annually Based on target STI quantum per grade Adjusted for personal and business performance	Incentivise participants to deliver safe, quality production volumes monthly and quarterly Provide LOS to predetermined production volumes at each relevant BU
Apportionment	80% to business performance (75% apportioned to financial, operational and strategic goals, and 25% to ESG goals) 20% to individual performance (based on individual performance achievement process) rated on a five-point rating scale (excluding bargaining unit category) Year-to-date rating translates to the portion allocated to individual performance	Safety and quality criteria and work shifts modify the primary potential payment
Maximum achievable	150% of targeted STI quantum
Gatekeepers	When the personal score is below a three-point zero rating, the percentage score modifies respective business performance outcomes, effectively further reducing the STI portion from business performance
Business scorecard	Detailed below

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

Cennergi STI scheme

The Cennergi STI scheme focuses on annually contributing to strategic goals and delivering on our operational and financial objectives in the shorter term. We have one STI scheme structure: the Cennergi BMP – annual incentive.

STI salient features

BMP – annual incentive
Participants	All Cennergi employees Applicable to employees employed for the last six months of the relevant financial year and in service on pay-out date
Scheme metrics and frequency of payment	Formulaically calculated cash STI Paid annually Based on target STI quantum per grade Adjusted for business performance measured against approved Cennergi scorecard, the outcome of which will modify the STI by 0% to 150%*
Apportionment	100% of bonus subject to business performance
Maximum achievable	150% of targeted STI quantum
Business scorecard	Detailed below

*	From 2024, personal performance will also be considered in determining the STI amount.

Business scorecard goals and weight

KPIs	Weight (%)
Executing strategic objectives	50
Operational excellence and licence to operate	20
Leading people and social impact	10
Safety and sustainability	10
Cost management and prudence	10
Scorecard total	100

Exxaro LTI scheme

Our LTI schemes comprise the LTIP and DBP, which align remuneration with longer-term shareholder expectations and outcomes.

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

LTIP

The committee makes LTIP awards, subject to performance conditions and a three-year vesting period.

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

ROCE condition

The ROCE condition has a weighting condition of 33.33%.

The ROCE calculation is 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, applies as follows:

• 17% ROCE achievement = 50% vesting (threshold)
• 19% ROCE achievement = 90% vesting (target)
• 22% ROCE achievement = 100% vesting (stretched)

ROCE is calculated as the arithmetic average of the three years constituting the performance period.

TSR condition

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

The peer group components and weighting of each are as follows:

TSR peer group entities	Weighting (%)
RESI 10	70
Energy peer group	15
Thungela	15
Total	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 selling the portfolio on that day.

The monthly TSR calculation uses 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 – computing the compound annual growth rate between these dates. To ensure 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 six months before the award date so the final computed growth rate (smoothed TSR) 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.

A 70% portion of the TSR depends on Exxaro's TSR performance compared to the RESI 10 peer group. The smoothed TSR of each peer group company is calculated as stipulated alongside and ranked against Exxaro's smoothed TSR. Vesting for this portion is based on Exxaro's position ranking against the peer group.

For the remaining 30%, the smoothed TSR is calculated similarly for a predetermined energy peer group and for Thungela . An average TSR is calculated between these two. Vesting for this portion is based on Exxaro's smoothed TSR compared to this average TSR.

Achievement of ESG targets

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

• The targets are measured as per the FTSE Russell ESG Index, including international resource peer companies
• A 50% to 100% vesting sliding scale applies 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 is measured

The table below summarises the performance vesting conditions applicable to the awards that were granted in 2023.

LTIP performance vesting conditions

	Weight (%)	Vesting of awards (after year three)
ROCE	33.33	17% ROCE achievement = 50% vesting (threshold)
		19% ROCE achievement = 90% vesting (target)
		22% ROCE achievement = 100% vesting (stretched)
TSR – RESI 10 peer group	23.33	Median TSR peer group position = 50% vesting
		Top three TSR peer group position = 100% vesting
TSR – energy peer group and Thungela	10.00	Equal to average TSR = 50% vesting
		Equal or above average TSR plus 25% = 100% vesting
ESG as per FTSE Russell ESG Index	33.34	Median ranking = 50% vesting
		Upper quartile ranking = 100% vesting

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

DBP

The DBP encourages share ownership at executive management and senior management levels while reinforcing retention.

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

Participants are entitled to all rights attached to the pledged shares 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 provides a matching award on a one-for-one basis.

No performance vesting conditions apply 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 and is an evergreen scheme that provides non-transferable carried interest (dividends) to qualifying employees. It is open to all permanent South African employees not participating in any management share scheme, and it does not carry risks for employees.

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

Cennergi's LTI scheme

The Cennergi LTI offering comprises two schemes: the matching incentive component of the BMP and the VARP.

Matching incentive

Cennergi employees graded Paterson D middle and above receive an award of rights to Exxaro shares calculated as a predetermined percentage of the annual incentive. 50% of the award vests after 12 months and the remaining 50% after 24 months. Participants are not entitled to rights in respect of the shares until vesting takes place. No performance vesting conditions apply to the matching award.

VARP

The VARP is a cash-based LTI. Participants are awarded a once-off bullet award at the start of the performance period. The award is calculated as a percentage of the participant's NCOE multiplied by an award multiple linked to the duration of the award. The award vests in three equal tranches (in years three, four and five) subject to achieving predetermined milestones. After vesting, participants have four years to exercise the award.

Milestones

The 2025 milestones are made up as follows:

• 50% of the tranche vests if LSP is at least equivalent to a P90 scenario in relation to the months post commercial operation
• 50% of the tranche vests if the financial close is achieved on a new build project of 30MW or a new merger and acquisition project of 50MW

From 2026, the milestones will focus on achieving a targeted cumulative net MW generating capacity.

VARP milestones

Vesting profile (MW)	2026	2027	2028	2029	2030
Threshold (30% vesting)	326	406	475	567	692
Stretch (100% vesting)	413	612	840	1 148	1 563

Employment contracts

Richard Lilleike and Joseph Rock joined Exxaro as chief growth officer and chief people and performance officer, respectively, in October 2023. Leon Groenewald was appointed managing director: energy in April 2023.

Mzila Mthenjane and Hemuna Bhola resigned, and Alex de Angelis opted for voluntary severance in 2023.

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

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. 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 paid 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, voluntary severance packages and divestment of business (normal vesting of awards)

Non-executive directors' remuneration

Non-executive directors' remuneration is benchmarked on a three-year cycle through market data and/or bespoke surveys based on company size and industry-appropriate peer companies. Nonexecutive directors' fees are aligned to the market's 50th percentile. In years when external benchmarking is not conducted, non-executive directors' fees increase in line with approved annual adjustments for management and specialist category employees.

Non-executive directors' fees are recommended by the remuneration committee and the board for approval by a special resolution of shareholders at the company's AGM for implementation in June.

MSR

In line with global best practice and shareholder expectations, we adopted our MSR policy in 2021. The policy aims 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 with those of shareholders.

The target minimum shareholding may be satisfied as follows:

• The pre-tax deferral of a percentage of potential unvested LTIP award for the holding period
• The pre-tax deferral of matching shares received through participation in the DBP in escrow until the determination date
• Election to purchase MSR shares with a percentage of pre-tax STI payments each financial year
• Personal investment shares, not subject to the holding period, acquired with post-tax income and/or a variable pay scheme operated by the company

The following conditions apply:

Role	MSR target	Compliance period
CEO	2 x annual NCOE	Five years from the date of policy implementation (or from appointment as a prescribed officer if later)
Finance director	1.5 x annual NCOE
Other prescribed officers	1 x annual NCOE

We evaluate progress towards achieving the target minimum shareholding annually. The table below sets out the MSR status per prescribed officer as at December 2023:

1	Based on share price of R204.48 on 31 December 2023.
2	MSR shares held on a pre-tax basis in an MSR account until the determination date.
3	Appointed as managing director: energy on 1 April 2023.
4	Appointed on 1 October 2023 (for the purposes of the MSR calculation, the NCOE was annualised).
5	Deferred LTIPs to MSR shares.
6	Purchased MSR shares with a portion of 2022 GIS.
7	Appointed on 16 October 2023 (for the purposes of the MSR calculation, the NCOE was annualised).

Malus and clawback

Malus (the ability to reduce, including to zero, an award not yet accrued or vested to an individual) and clawback (the ability to recover or seek repayment of awards already paid or vested to the individual) remain essential features of our remuneration policy. These processes allow for 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 directly or indirectly accountable for an event may be adjusted.

When considering individual responsibility, the rationale for implementing malus and clawback takes into account several factors, including:

• Misbehaviour or material error by a participating employee
• An employee's actions resulting in reputational damage to the business
• The business suffering a material downturn in financial performance or material failure in risk management
• Awards being based on material misstatements of financial results or information arising that would have caused benefits to lapse or the board or remuneration committee to exercise discretion differently if the information was disclosed at the time
• The business suffering a material financial loss because of actions or circumstances attributable directly to an employee or that could have been avoided by reasonable actions of an employee
• The board or remuneration committee, in their discretion, deeming 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 2023 remuneration cycle.

Forward-looking remuneration policy actions for 2024

Fair pay and the wage gap

We will continue our wage gap journey and execute through the various workstreams we identified. Our wage gap and fair pay will be tracked and appropriate interventions will be undertaken where required.

Energy business

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

Exxaro's LTIP

We will review the Exxaro LTIP rules and performance conditions.

Recognition

We will review the recognition policy and programme to ensure it remains relevant as we acknowledge and reward employees for their achievements and contributions.

Benefits

We will review benefits and allowances to enhance our benefits offering, where necessary. We have identified enhancements in the form of a funeral benefit and medical expenses gap cover for all employees.

MSR

We will continue to monitor and, where necessary, support executives to attain the MSR.

Non-executive directors' fees

We will complete the review of the remuneration of non-executive directors framework.

Section 3: Implementation report

Introduction

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

This section reflects the remuneration policy's implementation and provides details on remuneration paid to executive directors and prescribed officers for the period ended 31 December 2023. It details STI and LTI payments and vesting outcomes, including a performance summary for each executive director and prescribed officer with single-figure remuneration.

Implementation complied with the remuneration policy. The standard performance rating scale is outlined below.

Standard performance scale applied to each KPI

Performance contract and rating of the CEO in 2023

Individual key objectives	KPIs	Rating
Strategic growth and financial performance	Drive execution of the approved energy business strategy as per board mandate
	Drive execution of the approved minerals strategy as per board mandate
	Achieve group ROCE target of 20% in terms of LTIP sliding scale
Business transformation and operational excellence	Oversight of organisational effectiveness programme
Leading people change and social impact	Implementation of wage gap plan as per approved wage gap implementation roadmap
	Achieve EE and gender representation targets across all Exxaro group employers in core and management levels aligned to the approved EE plan and mechanisms as per DEI metrics and plan
Safety and business sustainability	Maintain and achieve overall level 3 B-BBEE rating as per the DTI scorecard
	Implement actions at group level to reduce environmental impact (including decarbonisation strategy). Sustain Exxaro's ESG rating
	Oversight in 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	Demonstrable actions to strategically manage 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
	Identify areas of cost reduction and savings across the Exxaro group
Performance rating		3.6

Performance contract and rating of the finance director in 2023

Individual key objectives	KPIs	Rating
Strategic growth and financial performance	Implementation of coal and energy divestment strategy as approved by the board (as per project plan, criteria, go/no-go decision and successful negotiations of final agreements)
	Build sustainable core minerals and energy businesses (inclusive of funding models, structures and planned investments), corporate finance support for financial modelling, affordability analysis, financial impact, deal structuring and financial due diligence inclusive of funding model/capital raise
	Achieve ROCE target of 20% in terms of LTIP sliding scale
	Ensure sufficient funding to grow new energy and minerals business(es) to align with the Exxaro capital allocation framework
	Enable corporate portfolio management
Business transformation and operational excellence	Deliver group consolidated (and company) annual reporting statements aligned with required regulations and standards without significant review findings
	Deliver consolidated group budget and forecast
	Accurate, timely and relevant financial reporting within seven days of month-end closing (flash reporting)
Safety and business sustainability	Achieve at least level 3 on B-BBEE scorecard through ESD and social impact vehicles
	Achieve Mining Charter III, dtic and DEL employment equity targets aligned with the approved departmental plan
	Achieve gender representation targets for the group at core and management levels to align with the approved employment equity plan and mechanisms
Cost management and prudence	No overdue or repeat level 1 and 2 audit findings in area of responsibility
	Departmental budget spend
	Identify areas for group-wide cost reduction and savings
Performance rating		3.3

Awards under STI schemes

The table below discloses 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 in the year.

STI awards for executive directors and prescribed officers in 2023

Executive directors and prescribed officers	NCOE (R)	Business performance score (80%)	Individual performance/ (20%) Rating factor (%)	STI target (%)	Total actual STI (R)
Dr N Tsengwa	8 890 630	30.05%	125%	100%	4 359 964
PA Koppeschaar	6 702 393	30.05%	115%	75%	2 364 604
H Bhola1	2 620 870			50%
AS de Angelis2	2 100 837	30.05%	125%	60%	618 150
L Groenewald (Exxaro)3	951 549	30.05%	100%	60%	251 437
L Groenewald (Cennergi)3	4 004 697	105%4		70%	2 951 862
RE Lilleike5	1 156 038			75%
PK Masia	5 468 238	30.05%	115%	75%	1 929 194
JG Meyer	4 810 353	30.05%	115%	60%	1 357 674
MI Mthenjane6	2 833 820			60%
AT Ndoni7	3 093 366	30.05%	115%	50%/60%	797 073
JA Rock8	939 059			60%
M Veti	4 446 111	30.05%	115%	60%	1 254 870
Total prescribed officers’ remuneration	48 017 961				15 884 828

1	Resigned on 30 November 2023.
2	Accepted voluntary severance package on 31 July 2023.
3	Appointed as managing director: energy on 1 April 2023.
4	Cennergi STI excludes benefits and allowances from NCOE and does not separate business performance and individual performance (100% business performance).
5	Appointed on 1 October 2023.
6	Resigned on 18 August 2023.
7	Promotion during the year from EM to EU (STI target 50%, changed to 60%).
8	Appointed on 16 October 2023.

Awards under the LTIP scheme

We disclose the outcomes of the 2021 and 2020 conditional LTIP awards that vest in April 2024 and vested in April 2023.

Of the awards made in April 2021, 98.67% vest in April 2024. A summary of the vesting percentages by vesting condition is below.

For 2023

• ROCE was 100% and, as a stretched target, >22% was calculated as the arithmetic average of the three-year performance period.
• TSR was 100% based on a result of 32.5% which positioned Exxaro second (first: Glencore at 48.9%, third: Sasol at 28%, fourth: BHP Billiton at 24.8%, fifth: Goldfields at 18.2%, sixth: Anglo at 13.4%, seventh: AngloPlats at -1.9%, eighth: AngloGold at -3.9%, ninth: Implats at -4.2%, tenth: Northern Platinum at -6% and eleventh: Sibanye Stillwater at -10.5%).
• The governance component of ESG, as per the FTSE Russell ESG Index, met the lower target which resulted in a 96% achievement for the 2023 portion of the awards.

For 2022

• ROCE was 100% and, as a stretched target, >22% was calculated as the arithmetic average of the three-year performance period.
• TSR was 100% based on a result of 39.1% which positioned Exxaro first (second: Impala Platinum at 34.8%; third: Glencore at 34.2%; fourth: Sibanye-Stillwater at 28.8%; fifth: Gold Fields at 27.6%; sixth: Northam Platinum at 27.2%; seventh: Anglo American Platinum at 26.3%; eighth: Anglo American at 25.5%; ninth: BHP Billiton at 23.0%; tenth: Sasol at 3.6% and eleventh: AngloGold Ashanti at -1.8%).
• The governance component of ESG, as per the FTSE Russell ESG Index, met the lower target, which resulted in a 96% achievement for the 2022 portion of the awards.

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, and shares forfeited as a result of resignation in the review period.

LTIP transaction details for executive directors and prescribed officers in 2023

	Shares 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
Dr N Tsengwa		01/04/2023		65 405	884	187.75	12 279 789	01/04/2023
	80 115	01/04/2024	16 381 915
	14 224	01/04/2025	2 908 524
	78 093	01/04/2025	15 968 457
	112 157	01/04/2026	22 933 863
	284 589		58 192 759	65 405	884		12 279 789
PA Koppeschaar		01/04/2023		83 938	1 134	187.75	15 759 360	01/04/2023
	49 954	01/04/2024	10 214 594
	41 816	01/04/2025	8 550 536
	51 829	01/04/2026	10 597 994
	143 599		29 363 124	83 938	1 134		15 759 360
Prescribed officers
H Bhola3		01/04/2023		16 838	227	187.75	3 161 335	01/04/2023
		01/04/2024			10 447
		01/04/2025			8 828
		01/04/2026			10 920
				16 838	30 422		3 161 335
AS de Angelis4		01/04/2023		32 965	445	187.75	6 189 179	01/04/2023
	19 066	01/04/2024	3 898 616
	15 960	01/04/2025	3 263 501
	19 822	01/04/2026	4 053 203
	54 848		11 215 320	32 965	445		6 189 179
L Groenewald5		01/04/2023		32 562	440	187.75	6 113 516	01/04/2023
	19 175	01/04/2024	3 920 904
	16 832	01/04/2025	3 441 807
	36 007		7 362 711	32 562	440		6 113 516
RE Lilleike6	38 223	01/10/2026	7 815 839
	38 223		7 815 839
PK Masia	34 170	01/04/2025	6 987 082
	34 170	01/04/2025	6 987 082
	42 264	01/04/2026	8 642 143
	110 604		22 616 307
JG Meyer		01/04/2023		21 798	589	187.75	4 092 575	01/04/2023	21 798
	25 214	01/04/2024	5 155 759
	21 107	01/04/2025	4 315 959
	26 308	01/04/2026	5 379 460
	72 629		14 851 178	21 798	589		4 092 575		21 798
MI Mthenjane7		01/04/2023		36 985	555	187.75	6 943 934	01/04/2023	4 109
		01/04/2024			23 767
		01/04/2025			19 895
		01/04/2026			24 608
				36 985	68 825		6 943 934		4 109
AT Ndoni	12 165	01/11/2024	2 487 499
	9 296	01/04/2025	1 900 846
	11 499	01/04/2026	2 351 316
	8 481	01/09/2026	1 734 195
	41 441		8 473 856
JA Rock 8	24 928	16/10/2026	5 097 277
	24 928		5 097 277
M Veti		01/04/2023		40 532	548	187.75	7 609 883	01/04/2023
	23 442	01/04/2024	4 793 420
	19 623	01/04/2025	4 012 511
	24 271	01/04/2026	4 962 934
	67 336		13 768 865	40 532	548		7 609 883

1	Based on the prevailing share price of R204.48 on 31 December 2023 and assumes 100% vesting.
2	Shares forfeited due to not fully meeting performance conditions and shares forfeited due to resignation.
3	Resigned on 30 November 2023.
4	Accepted voluntary severance package on 31 July 2023.
5	Appointed as managing director: energy on 1 April 2023.
6	Appointed on 1 October 2023.
7	Resigned on 18 August 2023.
8	Appointed on 16 October 2023.

VARP transaction details for Leon Groenewald in 2023

The managing director: energy's employment contract stipulates a term of four years. Therefore, his award multiple is four. The VARP multiple for all other permanent employees is limited to five. The managing director: energy's VARP will vest in equal tranches of 50% each on 1 April 2026 and 1 April 2027, subject to achieving the performance milestones. After vesting, his awards will continue as usual with exercise windows of four years. Awards will not be accelerated.

The table below illustrates the rights held by the participant in terms of VARP tranches and vesting dates.

	Tranche	Value at grant date (R)	Vesting date	Exercisable date	Fair value of award at year end1 (R)
Prescribed officer	Tranche 1	6 354 115	01/04/2026	01/04/2030	10 801 995
(L Groenewald)	Tranche 2	6 354 115	01/04/2027	01/04/2031	10 801 995

1	The fair value at year end is determined as award value x likelihood of milestone being met x value multiple at year end (assumed 100% vesting).

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 2023

	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
Dr N Tsengwa		31/08/2023		432		169.17	73 081	31/08/2023
	589	19/03/2024	120 439
	2 770	31/03/2024	566 410
	3 359		686 849	432			73 081
PA Koppeschaar		31/03/2023		4 778		191.01	912 646	31/03/2023
		31/08/2023		1 004		169.17	169 847	31/08/2023
	750	21/09/2024	153 360
	1 024	04/03/2025	209 388
	1 774		362 748	5 782			1 082 493
Prescribed officers
H Bhola3		31/03/2023		1 110		191.01	212 021	31/03/2023
		19/03/2024			137
		31/03/2024			778
		31/08/2024			159
		04/03/2025			394
		31/03/2025			584
		31/03/2026			1 996
				1 110	4 048		212 021
AS de Angelis4		31/03/2023		1 092		191.01	208 583	31/03/2023
		31/08/2023		466		169.17	78 833	31/08/2023
	202	19/03/2024	41 305
	1 269	31/03/2024	259 485
	227	21/09/2024	46 417
	2 491	31/03/2026	509 360
	4 189		856 567	1 558			287 416
L Groenewald5		31/03/2023		3 655		191.01	698 142	31/03/2023
		31/08/2023		552		169.17	93 382	31/08/2023
	200	19/03/2024	40 896
	1 275	31/03/2024	260 712
	409	21/09/2024	83 632
	1 004	04/03/2025	205 298
	1 845	31/03/2025	377 266
	4 733		967 804		4 207		791 524
JG Meyer		31/03/2023			4 942	191.01	943 971	31/03/2023
	301	21/09/2024	61 548
	301		61 548	4 942			943 971
AT Ndoni	96	04/03/2025	19 630
	1 676	31/03/2026	342 708
	1 772		362 338
M Veti		31/08/2023		682		169.17	115 374	31/08/2023
	449	19/03/2024	91 812
	3 180	31/03/2024	650 246
	278	21/09/2024	56 845
	7 230	31/03/2026	1 478 390
	11 137		2 277 293	682			115 374

1	Based on the prevailing share price of R204.48 on 31 December 2023.
2	Matching shares forfeited due to termination of services.
3	Resigned on 30 November 2023.
4	Accepted voluntary severance package on 31 July 2023.
5	Appointed as managing director: energy on 1 April 2023.

DBP income for executive directors and prescribed officers

Executive directors and prescribed officers	DBP shares held as a percentage of NCOE at 31 December 2023	DBP shares held at 31 December 2023		DBP shares pledged in 2020 – matched and vested in 2023
	(%)	(R)	(Number)	(R)	(Number)
Dr N Tsengwa	8	686 849	3 359	73 081	432
PA Koppeschaar	5	362 748	1 774	1 082 493	5 782
H Bhola1				212 021	1 110
AS de Angelis2	41	856 567	4 189	287 416	1 558
L Groenewald3	19	967 804	4 733	791 524	4 207
RE Lilleike4
PK Masia
JG Meyer	1	61 548	301	943 971	4 942
MI Mthenjane5
AT Ndoni	12	362 338	1 772
JA Rock6
M Veti	51	2 277 293	11 137	115 374	682

1	Resigned on 30 November 2023.
2	Accepted voluntary severance package on 31 July 2023.
3	Appointed as managing director: energy on 1 April 2023.
4	Appointed on 1 October 2023.
5	Resigned on 18 August 2023.
6	Appointed on 16 October 2023.

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. The 2023 LTIP granted on 1 April 2021 will vest on 1 April 2024 due to 2023 performance conditions. As 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 2023 and 2022

	Year	NCOE (R)	Recognition and other payments (R)	STIs (R)	LTIs (R)	Total remuneration (R)
Executive directors
Dr N Tsengwa	2023	8 890 630	63 460	4 359 964	16 850 885	30 164 939
	2022	7 547 800	6 260	7 866 142	14 307 551	29 727 753
PA Koppeschaar	2023	6 702 393	2 760	2 364 604	10 232 100	19 301 857
	2022	6 319 275	6 260	5 307 320	19 497 606	31 130 461
Prescribed officers
H Bhola1	2023	2 620 870	293 942			2 914 812
	2022	2 554 764	57 860	1 414 817	3 900 288	7 927 729
A de Angelis2	2023	2 100 837	1 983 542	618 150	4 193 971	8 896 500
	2022	3 434 928	6 260	1 765 318	7 502 334	12 708 840
L Groenewald3	2023	5 070 915	2 760	3 203 299	4 641 575	12 918 549
	2022	3 752 379	20 226	2 301 752	7 990 505	14 064 862
RE Lilleike4	2023	1 156 038	1 200 000			2 356 038
	2022
PK Masia5	2023	5 468 238	2 314	1 929 194		7 399 746
	2022	4 355 010		3 494 746		7 849 756
JG Meyer	2023	4 810 353	2 760	1 357 674	5 148 735	11 319 522
	2022	4 515 993	6 260	3 070 151	10 548 084	18 140 488
MI Mthenjane6	2023	2 833 820	496 622			3 330 442
	2022	4 256 784	105 677	2 834 229	8 930 369	16 127 059
AT Ndoni7	2023	3 093 366	725 050	797 073	2 454 415	7 069 904
	2022	2 675 147	722 290	1 484 294		4 881 731
JA Rock8	2023	939 059	2 766 357			3 705 416
	2022
M Veti	2023	4 446 111	63 460	1 254 870	5 528 571	11 293 012
	2022	4 198 578	6 260	2 845 857	8 956 570	16 007 265

1	Appointed as acting executive head: human resources from 13 September 2022 to 16 October 2023. Remuneration information relates to the full period until resignation on 30 November 2023.
2	Accepted voluntary severance on 31 July 2023.
3	Appointed as managing director: energy on 1 April 2023 after acting in the position since 16 August 2022. Remuneration information relates to the full year for 2022 and 2023. LTIs comprise LTIP 2021 grant: R3 868 756, DBP 2021 matching shares: R385 240 and BMP 2023 matching incentive: R387 579.
4	Appointed as chief growth officer on 1 October 2023.
5	Appointed as managing director: minerals on 1 March 2022.
6	Resigned on 18 August 2023
7	2023 LTIP granted on 1 November 2021 will vest on 1 November 2024.
8	Appointed as chief people and performance officer on 16 October 2023.

The STIs include the voluntary individual deferral for 2023.

The LTIP reflects 98.67% of the April 2021 award that will vest on 1 April 2024, based on the prevailing share price of R204.48 on 31 December 2023.

For 2023

• NCOE includes leave days purchased, and travel and acting allowances
• All incentive schemes are performance-related and approved by the board of directors
• R2 760/R2 314 for LTIFR is based on the functional area
• Voluntary severance included for AS de Angelis: R1 771 596
• Long service awards are included for Dr N Tsengwa: R60 700, AS de Angelis: R1 000, MI Mthenjane: R1 000 and M Veti: R60 700
• Leave encashment amounts are included for H Bhola: R291 182, AS de Angelis: R208 186 and MI Mthenjane: R492 862
• Sign-on bonuses are included for RE Lilleike: R1 200 000 and JA Rock: R2 766 357
• Retention allowance is included for AT Ndoni: R722 290

For 2022

• NCOE includes leave days purchased and travel and acting allowances
• All incentive schemes are performance-related and approved by the board of directors
• 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 L Groenewald: R13 966 and MI Mthenjane: R99 417
• Retention allowance is included for AT Ndoni: R722 290

Non-executive directors' remuneration

	2023				2022
	Fees for services (R)	Benefits and allowances1 (R)	Fees for services rendered to subsidiaries2 (R)	Total (R)	Fees for services (R)	Benefits and allowances1 (R)	Fees for services rendered to subsidiaries2 (R)	Total (R)
Non-executive directors
GJ Fraser-Moleketi	1 423 075			1 423 075	1 341 322			1 341 322
KM Ireton3	800 011			800 011	550 142			550 142
B Magara3	897 586			897 586	550 577			550 577
B Mawasha3	885 625			885 625	655 316			655 316
IN Malevu	685 337			685 337	629 194			629 194
L Mbatha	681 040		70 068	751 108	652 318		88 136	740 454
M Medupe4	829 565			829 565
Dr P Mnganga3	1 001 950			1 001 950	662 442			662 442
VZ Mntambo	684 262			684 262	652 754		116 696	769 450
LI Mophatlane5	525 499			525 499	1 217 826	3 253		1 221 079
MLB Msimang	851 536			851 536	848 293			848 293
V Nkonyeni5	462 885			462 885	1 067 868			1 067 868
CJ Nxumalo	1 072 369			1 072 369	1 028 084			1 028 084
MG Qhena (chairperson)	2 301 119			2 301 119	2 198 914	22 168		2 221 082
PCCH Snyders	1 238 558	8 541		1 247 099	1 177 614			1 177 614
Total non-executive directors' remuneration	14 340 417	8 541	70 068	14 419 026	13 232 664	25 421	204 832	13 462 917

1	Travel reimbursements for visiting various company operations during the year.
2	Directors’ fees paid by Eyesizwe RF Proprietary Limited.
3	Appointed on 7 February 2022.
4	Appointed on 3 January 2023.
5	Retired on 18 May 2023.