Country-by-country information

As the ultimate parent and reporting entity, Exxaro is responsible for the preparation and submission of the country-by-country report for the Exxaro group in South Africa. The master file was prepared in accordance with commentary in chapter V of the 2017 Transfer Pricing Guidelines (TPG) for Multinational Enterprises and Tax Administrations issued by the OECD, and in line with the requirements of the public notice published by SARS for the submission of the country-by-country report, master file and local file by persons specified therein.

Exxaro is a diversified resources group with business interests in South Africa, Switzerland, China, Australia, the United Kingdom (UK) and Israel.

Refer to who we are for a description of Exxaro's key business areas locally.

Refer to the annual financial statements for a full list of Exxaro's entities per jurisdiction.

Adopted approach

The OECD TPG require that the reporting MNE should list all the tax jurisdictions in which constituent entities of the MNE group are resident for tax purposes. Accordingly, Exxaro has reported on the following jurisdictions within which it does its business:

1. South Africa
2. Switzerland
3. Australia

Business interests in the UK, China and Israel are not regarded as constituent entities as per the OECD guidelines and are thus not reported as such.

Revenue includes revenues from sales of inventory and properties, services, interest and any other amounts, including extraordinary income and gains from investment activities.

According to the OECD TPG, the reporting MNE should report the sum of the profit or loss before income tax for all the constituent entities resident for tax purposes in the relevant tax jurisdiction. The profit or loss before income tax should include all extraordinary income and expense items.

Taxes paid include corporate income tax and dividend withholding tax (foreign and local) paid during the year, and taxes accrued exclude deferred tax and provisions for uncertain tax liabilities.

Offshore business areas

Switzerland

Coal extracted from the South African mines is sold into the overseas markets through the Swiss marketing company, EITAG, which is Exxaro's central offshore sales company. EITAG buys coal from Exxaro Coal and Exxaro Coal Mpumalanga and on-sells the coal products to the ultimate customer. The goods are delivered to Richards Bay Coal Terminal Proprietary Limited (RBCT) and other ports and, from there, directly to the foreign customer. EITAG is responsible for the coal-blending process and the RBCT port cost.

EITAG attracts new customers and develops new markets for Exxaro coal products. Based on the contract concluded with customers, EITAG manages the scheduling of coal volumes, quality types and shipping dates.

EITAG's business strategy is to use the following regional advantages:

• Proximity of clients
• Intelligence gathering
• Product and market knowledge
• Access to ports to facilitate efficient logistics
• Cultural fit with customers

Having a central offshore sales company ensures the application of consistent policies and the growth of the Exxaro brand and offshore customer base. EITAG has five employees – one expat employee, one local employee and three contractors.

Australia

Exxaro Australia Holdings Proprietary Limited (EAH) is the holding company of the Australian group of companies (the EAH Australian tax group) and does not have any employees. Exxaro Australia Proprietary Limited, a subsidiary of EAH, holds a 50% interest in a JV with Anglo Coal (Grosvenor) Proprietary Limited (Anglo Coal) in the Moranbah project, which is an undeveloped coal resource in exploration stage. Anglo Coal manages the project.

The Moranbah project is located in the Queensland district of Australia.

China

Exxaro holds a minority investment in the Chifeng Hongye Zinc Smelting Co Limited smelting operations, incorporated in China.

UK

Exxaro owns a 25.85% interest in Insect Technology Group Holdings UK Limited, which is in the process of deregistration.

Israel

Exxaro owns a 28.01% interest in LightApp Technologies Limited.

Significant intercompany transactions

Exxaro's transfer pricing policy requires cross-border transactions with group companies to be conducted on an arm's length basis. The policy describes the method to be used as the basis for price determination of coal sales and logistical services rendered.

Important service arrangements within the group are shown in the table below. During 2023, there were no loans between Exxaro and any of its foreign group companies. Exxaro does not maintain unilateral advance pricing agreements in support of its intercompany transactions or tax rulings relating to the allocation of income across countries.

Service	Supply entity	Supply country	Receiving entity	Receiving country	Transfer pricing policy
Sale of coal	Exxaro Coal and Exxaro Coal Mpumalanga	South Africa	EITAG	Switzerland	Yes
Provision of warehousing, logistics and blending support	Exxaro Coal	South Africa	EITAG	Switzerland	Yes
Provision of various business and management support services, including, but not limited to: Financial and accounting services Human resources Legal and insurance services IT, purchasing, business developments, operations and quality assurance Communication and regional management services	Exxaro Resources	South Africa	Various	South Africa	Not applicable

Country-by-country reporting for the year ended 31 December 2023

2023 country-by-country report

	Revenues			Profit/(loss) before income tax	Taxes paid (on cashbasis)2	Income tax accrued – current year3			Tax rates
Tax jurisdiction (country)	Unrelated party	Related party	Total				Stated capital Rm	Number of employees1	Statutory (%)	Withholding tax (%)	Effective (%)
Switzerland	11 079	0	11 079	236	(67)	28	205	3	12	5
Australia	46	0	46	(84)	0	0	4 413	0	30
South Africa	30 778	12 437	43 215	21 965	(2 535)	2 740	30 468	6 810	27
Total	41 903	12 437	54 340	22 117	(2 602)	2 768	35 086	6 813			18

2022 country-by-country report

	Revenues			Profit/(loss) before income tax (Rm)	Taxes paid (on a cash basis)2 (Rm)	Income tax accrued – current year3 (Rm)			Tax rates
Tax jurisdiction (country)	Unrelated party (Rm)	Related party (Rm)	Total (Rm)				Stated capital (Rm)	Number of employees1	Statutory (%)	Withholding tax (%)	Effective (%)
Switzerland	21 393	0	21 393	453	(24)	54	174	2	12	5
Australia	42	0	42	(77)	0	0	4 302	0	30
South Africa	43 940	22 365	66 305	38 748	(4 097)	3 722	30 830	6 743	28
Total	65 375	22 365	87 740	39 124	(4 121)	3 776	35 306	6 745			19

Note that equity-accounted investment income is reflected in the country of incorporation.

1	The number of employees includes permanent employees and excludes FTEs and contractors.
2	Taxes paid include corporate income tax and dividend withholding tax
3	Income tax accrued excludes deferred tax and provision for uncertain tax liabilities.

Our legal entities and investments

Tax jurisdiction and nature of business

Name of entity	Main business activity	Tax residency	Segment	Nature
Exxaro FerroAlloys Proprietary Limited	Manufacturing of ferrosilicon powder	South Africa	Ferrous	Subsidiary
Gravelotte Iron Ore Company Proprietary Limited	Land rental	South Africa	Ferrous	Subsidiary
Sishen Iron Ore Company Proprietary Limited	Exploration, extraction, beneficiation, marketing, sale and shipping of iron ore	South Africa	Ferrous	Investment
Exxaro Resources Limited	Shareholder with interests in coal, energy and ferrous markets	South Africa	Ultimate shareholder	Ultimate shareholder
Exxaro Coal Proprietary Limited	Mining company focused on the extraction, processing and selling of coal	South Africa	Coal	Subsidiary
Exxaro Coal Mpumalanga Proprietary Limited	Mining company focused on the extraction, processing and selling of coal	South Africa	Coal	Subsidiary
Exxaro Reductants Proprietary Limited	Carbon reductant production/marketing – the company ceased all activities at the end of 2023	South Africa	Coal	Subsidiary
Coastal Coal Proprietary Limited	The company is in a mining rehabilitation stage and delivers rehabilitation services to other subsidiaries	South Africa	Coal	Subsidiary
The Vryheid (Natal) Railway, Coal and Iron Company Proprietary Limited	The company is in a mining rehabilitation stage	South Africa	Coal	Subsidiary
Richards Bay Coal Terminal Proprietary Limited	Coal exporter	South Africa	Coal	Investment
Mafube Coal Mining Proprietary Limited	Mining company focused on the extraction, processing and selling of coal	South Africa	Coal	Investment
Rocsi Holdings Proprietary Limited	Investment holding company	South Africa	Investment holding company	Subsidiary
Exxaro International Trading AG, Zug	Exxaro’s central offshore sales company	Switzerland	Coal	Controlled foreign company
Exxaro Australia Holdings Proprietary Limited	Austria Investment holding company	Australia	Investment holding company	Controlled foreign company
Exxaro Australia Proprietary Limited	Mineral project evaluation and development	Australia	Coal	Controlled foreign company
Cennergi Holdings Proprietary Limited	Investment holding company	South Africa	Energy	Subsidiary
Cennergi Proprietary Limited	Service provider to energy sector	South Africa	Energy	Subsidiary
Amakhala Emoyeni Re Project 1 Proprietary Limited	Generation and supply of electricity	South Africa	Energy	Subsidiary
Tsitsikamma Community Wind Farm Proprietary Limited	Generation and supply of energy	South Africa	Energy	Subsidiary
Cennergi Services Proprietary Limited	Dormant company	South Africa	Energy	Subsidiary
Lephalale Solar Proprietary Limited	Provider of photovoltaic energy – in construction phase	South Africa	Energy	Subsidiary
K2021699141 South Africa Proprietary Limited	Dormant company	South Africa	Energy	Subsidiary
Exxaro Insurance Company Limited	Registered short-term insurer	South Africa	Insurance	Subsidiary
Eyesizwe RF Proprietary Limited	Investment holding company	South Africa	SPV	Subsidiary
Exxaro ESOP SPV (RF) Proprietary Limited	Holding company	South Africa	SPV	Subsidiary
Exxaro Employee Share Ownership Trust	Empowerment of beneficiaries	South Africa	SPV	Trust
Exxaro Aga Setshaba NPC	Public benefit organisation	South Africa	SPV	Subsidiary
Exxaro People Development Initiative NPC	Dormant company	South Africa	SPV	Subsidiary
Exxaro Chairman’s Fund	Public benefit organisation (activities ceased end 2023)	South Africa	SPV	Trust
Exxaro Foundation Trust	Dissolved	South Africa	SPV	Trust
Exxaro Mountain Bike Academy NPC	Mountain biking to historically disadvantaged	South Africa	SPV	Subsidiary
Exxaro Employee Empowerment Trust	Exxaro shares employees incentives	South Africa	SPV	Trust
Exxaro Environment Rehabilitation Fund	Rehabilitation of mine upon closure	South Africa	SPV	Fund
Matla and Arnot Rehabilitation Trust Fund	Rehabilitation of mine upon closure	South Africa	SPV	Fund
Ferroland Grondtrust Proprietary Limited	Farming activities	South Africa	Farming	Subsidiary
Colonna Properties Proprietary Limited	Property lessor	South Africa	Property lessor	Subsidiary
Exxaro Properties (Groenkloof) Proprietary Limited	Property holding company	South Africa	Property holding company	Subsidiary
Exxaro Base Metals and Industrial Minerals Holdings Proprietary Limited	Investment holding company	South Africa	Base metals	Subsidiary
Black Mountain Mining Proprietary Limited	Exploration, development, treatment, production and sale of zinc, lead, copper and associated mineral concentrates	South Africa	Base metals	Investment
Exxaro Holdings Proprietary Limited	Investment holding company	South Africa	Investment holding company	Subsidiary
Chifeng Hongye Zinc Smelting Co Limited	Smelting operations	China	Smelting operations	Investment
Insect Technology Group Holdings UK Limited	Dormant, process of deregistration	United Kingdom	Dormant, process of deregistration	Investment
LightApp Technologies Limited	Technology company	Israel	Energy	Investment