Exxaro Resources Limited
Environmental, social and governance report for the year ended 31 December 2024 

Logistics committee report

Dear shareholders,

I am pleased to present the logistics committee report for the year ended 31 December 2024. The committee was established in early 2023 to address rail logistic challenges and support 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 a blended balance of the necessary skills and experience for the committee to successfully carry out its assigned duties and obligations. The board is satisfied that the committee members have the necessary experience. In 2024, the committee comprised four independent non-executive directors and one non-executive director.

From 1 April 2025, Ben Magara will no longer be a member of the committee. However, as CEO, he will have a standing invitation to committee meetings.

Gender and racial diversity

Meetings

The committee held three scheduled meetings in 2024.

It was agreed that the frequency of the meetings should be driven by the need to discuss or report on updates that are significant or noteworthy, but no less than three times per year.

Members Designation Attendance at scheduled meetings
Zwelibanzi Mntambo Non-executive director and logistics committee chairperson 3/3
Ben Magara Independent non-executive director 2/3
Dr Phumla Mnganga Independent non-executive director 2/3
Mvuleni Geoffrey Qhena Independent non-executive director 3/3
Peet Snyders Independent non-executive director 3/3

Role and purpose

Early in 2023, the board established an ad hoc board committee to address the threat of rail unavailability to Exxaro's strategy. The logistics committee was subsequently confirmed as a permanent committee of the board.

The role of the logistics committee is to monitor and report on developing long-term solutions for logistic access to international markets, and identify medium-term solutions and alternatives.

The committee operates independently and makes recommendations to the board, monitors on behalf of the board and reports to the board on mainly:

  • Developing long-term solutions for logistics to access international markets for coal and minerals
  • Identifying medium-term logistics solutions and alternatives to mitigate Transnet Freight Rail issues to increase volumes

Terms of reference

The committee's terms of reference are reviewed annually. The review took place in the first quarter of 2025 and the revised terms of reference were subsequently approved by the board. The review ensured the terms of reference remain aligned to relevant legislation, regulations and King IV.

Performance evaluation

While there is no regulatory requirement to conduct an annual external independent performance assessment, King IV recommends regular performance evaluations for all board committees. Independent assessments are conducted every third year in line with Exxaro's governance practices.

2024 in review

Key highlights Material themes
  • Exxaro's logistics strategy focuses on exploring areas such as governance and regulation, thirdparty operations, port allocation and infrastructure upgrade possibilities in the challenging logistical environment
  • Pleasingly, reform is ongoing in South Africa, with the government assuming more responsibility for rail reform
  • We conducted a prefeasibility study focusing on alternative solutions to increase rail infrastructure capacity
  • Parliament approved the National Freight Logistics Roadmap at the end of 2023, which was released to the public at the beginning of 2024. The Rail Network Statement was gazetted at the end of 2024
 

Key focus areas 2024/2025

Oversee the development and review of long-term logistics solutions to access international markets
Monitor the identification and review of medium-term logistics solutions to mitigate Transnet Freight Rail risk and increase exports

Confirmation

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 board is satisfied that the committee has considered and discharged its responsibilities.

On behalf of the logistics committee

Zwelibanzi Mntambo
Logistics committee chairperson

15 April 2025