Exxaro Resources Limited
Integrated report for the year ended 31 December 2025
Exxaro’s integrated report (IR) for the year ended 31 December 2025 communicates our value creation story to all our stakeholders, particularly our shareholders and other providers of financial capital.
This report contains material information about our strategic decisions and operational performance for the year 1 January 2025 to 31 December 2025 (the 2025 financial year).
It covers the financial and non-financial information of our wholly owned and joint arrangements in South Africa, Europe and Australia.
The reporting boundary incorporates material information and safety incidents about the Cennergi group of companies (Cennergi).
We include limited information on operations where we:
Risks, opportunities and outcomes from:
| Employees | Government | Labour unions | Customers |
| Investors | Regulators | Communities | Suppliers |
Control and significant influence
Joint arrangements
Subsidiaries
Investments
Our belief in sustainable value creation is inspired by carefully considering the relationship between the resources we use and affect and potential trade-offs in strategic decision making. We integrate the six capitals into our business model and strategy and continuously strive to positively contribute to and negate any adverse impact on these capitals.
Integrated thinking provides the foundation for our ability to create value over time and is the basis of the integrated reporting process.
Our integrated reporting process ensures this thinking is communicated effectively to stakeholders, reinforcing accountability and transparency.
The IR is our primary report, providing a lens through which to understand our activities, performance (financial and other) and outcomes – past, present and future – in terms of the six capitals. It focuses on issues that could substantively impact our ability to create value in the short term (one to five years), medium term (six to 10 years) and long term (over 10 years).
Our double materiality determination process guides the information included in our reporting suite. This report integrates material financial information with sustainability-related risks and opportunities that influence enterprise value.
Refer to the application of materiality across our reporting suite below.
The report is prepared using various documents and insights from discussions with subject matter specialists across Exxaro.
Collaboration across departments ensures the integration of diverse perspectives and expertise, aligning our reporting with stakeholder expectations and strategic priorities
Exxaro complies with all relevant legislation and financial reporting frameworks while closely monitoring advancements in sustainability reporting. We fully support the voluntary adoption of International Financial Reporting Standards (IFRS®) S1 General Requirements for Disclosure of Sustainability-related Financial Information and are assessing the IFRS S2 Climate-related Disclosures. We acknowledge the Task Force on Climate-Related Financial Disclosure’s (TCFD) integration into the International Sustainability Board’s (ISSB’s) oversight and support the ISSB and Global Reporting Initiative (GRI) collaboration to promote aligned and complementary reporting standards.
We are actively engaging with relevant industry bodies and monitoring ongoing government discussions regarding the potential implications of adopting the new sustainability standards for businesses in South Africa. While we are refining our approach, our focus in 2025 was on operationalising our decarbonisation roadmap, which aligns with our broader sustainability commitments.
Our governance structures ensure Exxaro’s integrated reporting aligns with strategic objectives, regulatory requirements and various sustainability standards. Oversight is provided by the executive committee, board of directors (board) sub-committees and departmental heads before submission to the board for review and approval.
Assurance efforts support the integrity of information used in decision making and external reporting. We apply a combined assurance model to optimise assurance by management, as well as internal and external providers.
Refer to the level of assurance across our reporting suite below, and detail on our assurance approach, level and outcomes in combined assurance for effective governance.
Our reporting suite reflects a comprehensive approach to meeting the diverse information needs of our stakeholders.
Our reports are available online and should be read together for a complete understanding of our business and performance.
ESG report
Provides a holistic and transparent view of our ESG approach and performance.
IR
Our primary disclosure, detailing how we created, preserved or eroded value during the year, guided by integrated thinking.
Group and company annual financial statements (AFS)
Contain comprehensive information regarding the group's audited financial statements.
Tax report
Discusses Exxaro’s tax landscape, governance, risk management, performance and country-by-country information.
Notice of AGM (NOM)
Informs shareholders about the group’s AGM and invites shareholders to vote on key resolutions.
CMRR report
Provides a detailed assessment of Exxaro’s mineral assets.
Management and board oversight through internal reporting governed by our enterprise risk management (ERM) framework
External independent reasonable assurance over selected sustainability information.
Externally audited financial information/financial information extracted from the audited AFS.
Other external verification of selected information, such as our Mineral Resources and Mineral Reserves statement, with an audit scheduled for 2026.
| IR | ESG | AFS | CMRR | Tax | NOM | |
| Integrated Reporting Framework | X | X | X | |||
| Companies Act, 2008 (Act 71 of 2008), as amended (Companies Act) | X | X | X | X | X | |
| IFRS Accounting Standards* | X | X | X | X | ||
| JSE Limited (JSE) Listings Requirements and Debt and Specialist Securities Listings Requirements | X | X | X | X | X | X |
| Department of Trade, Industry and Competition (dtic) Broad-based Black Economic Empowerment (B-BBEE) Codes of Good Practice | X | X | ||||
| The effective parts of the Broad-based Socio-economic Empowerment Charter for the Mining and Minerals Industry 2018 (Mining Charter III) | X | X | ||||
| King IV Report on Corporate Governance™ for South Africa, 2016 (King IV)** | X | X | X | X | ||
| South African Code for the Reporting of Exploration Results, Mineral Resources and Mineral Reserves, 2016 edition (SAMREC Code) | X | X | X | |||
| In accordance with GRI standards | X | X | X | |||
| United Nations Global Compact (UNGC) | X | X | ||||
| Sustainability Accounting Standards Board*** | X | X | ||||
| TCFD recommendations*** | X | X |
| * | As issued by the International Accounting Standards Board. |
| ** | Copyright and trademarks are owned by the Institute of Directors South Africa NPC and all of its rights are reserved. |
| *** | This falls under the custodianship of the IFRS Foundation®. |
Exxaro continues to uphold the principles of sound corporate governance and ethical leadership as articulated in the King IV report. Following the release of King V, the company has commenced a structured transition process to align with the updated principles and recommended practices. This includes conducting a comprehensive gap analysis to assess alignment between King IV and King V, with a specific focus on identifying any areas requiring enhancement or refinement. The board, supported by its committees, is overseeing this process to ensure that governance practices remain robust, relevant and future-fit. In parallel, Exxaro is reviewing its governance disclosures to ensure continued transparency and alignment with evolving reporting expectations under King V. The outcomes of this process will inform a phased implementation approach, with progress to be reported in future IRs.
The board acknowledges its responsibility for ensuring the integrity of our reporting suite, including this IR, which was prepared in accordance with the Integrated Reporting Framework. The board believes the report addresses all of Exxaro’s material matters and presents a balanced view of our strategy, business model and ability to create and preserve value over the short, medium and long term, across the six capitals. The report remains the ultimate responsibility of the board, is prepared under the supervision of senior management and is subject to rigorous internal and external assurance reviews.
Mvuleni Geoffrey Qhena
Independent non-executive director and chairman
Ben Magara
Executive director and chief executive officer (CEO)
Riaan Koppeschaar
Executive director and finance director (FD)
Geraldine Fraser-Moleketi
Lead independent non-executive director
Karin Ireton
Independent non-executive director
Billy Mawasha
Independent non-executive director
Nondumiso Ketwa
Independent non-executive director
Dr Phumla Mnganga
Independent non-executive director
Nosipho Molope
Independent non-executive director
Chanda Nxumalo
Independent non-executive director
Peet Snyders
Independent non-executive director
Isaac Malevu
Non-executive director
29 April 2026