Board key matters in focus

Strategic direction, risk and performance

Exxaro's Sustainable Growth and Impact strategy requires robust governance to ensure disciplined capital allocation, long-term value creation and responsible stewardship of stakeholder interests. Through active board oversight and clear decision-making frameworks, the group reshaped our portfolio by divesting from non-core assets while directing capital towards priority growth areas. These decisions reflect a governance approach that integrates strategic foresight, risk management and ESG considerations, repositioning Exxaro for resilience, sustainability and relevance in a transitioning economy.

Sustained value creation relies on addressing material social and environmental challenges. Accordingly, our strategy is reviewed annually and submitted to the board for approval.

Following a two-day strategy session (themed “positioning Exxaro to lead”) with the management team in June 2025, the board reaffirmed the Sustainable Growth and Impact strategy. The ESG framework continues to shape how this strategy is viewed and monitored. The strategy development and review process follows a risk and opportunity assessment, including emerging risks and material sustainability issues. Our strategic performance management dashboard enables visibility of strategy execution. KPIs are cascaded from the board through sub-committees to facilitate strategic and timely discussions.

Refer to risks and opportunities for detailed information about our top strategic risks for the year.

Board diversity and independence

In terms of King IV and our directors' nomination and appointment policy, we annually review the structure, size and composition (including the skills, knowledge and experience) of the board and board committees.

The following directorship changes occurred:

Directors

Date

Dr Nombasa Tsengwa

Ben Magara

Mandlesilo Msimang

Zwelibanzi Mntambo

Date

Resigned 5 February 2025

Appointed CEO 1 April 2025

Resigned 15 September 2025

Retired 15 May 2025

The board considered the independence and ongoing contribution of Mr Peet Snyders, noting that his tenure will exceed nine years from 2026 and that, in accordance with King V, he may not be regarded as independent without a rigorous independence assessment being performed. This assessment, undertaken by the Institute of Directors South Africa (IoDSA), has confirmed the independence of Mr Peet Snyders.

Board composition, diversity and experience

ESG governance

Exxaro integrates ESG considerations into operations through a tiered governance structure (shown below), ensuring alignment with our Sustainable Growth and Impact strategy. The board sets the strategic direction for sustainability, defining committee and individual responsibilities for overseeing ESG-related risks, impacts and opportunities. These responsibilities are embedded in board and committee terms of reference, annual work plans and policies.

While the board sets ESG strategy and performance targets, the executive team is responsible for the implementation, management, and ongoing monitoring of ESG risks and impacts, supported by relevant management structures and committees.

The ESG committee ensures the integration of decarbonisation and other critical ESG factors and is responsible for developing and reviewing an ESG framework policy for board approval.

To reinforce the importance of highlighting ESG in everything we do, all board, committee and executive reports must include an assessment of strategic, financial and ESG-related risks.

Board leadership and oversight

The board owns the strategy and oversees its implementation

Executive committee leadership and oversight

Develops strategy to meet performance level approved by the board

Functional leadership and oversight and ESG committee

Develops strategies to ensure material issues are addressed and the group strategy implemented

Operational leadership and oversight

Translates functional strategies and tactical, site‑specific plans

2025 key highlights

Management transition

Shareholders were informed on 6 February 2025 of Dr Nombasa Tsengwa's resignation, in terms of paragraph 6.71(b) of the JSE listings Requirements. A targeted selection process resulted in the board appointing Ben Magara as incoming CEO, effective 1 April 2025. Ben stepped down as an independent non-executive director, succeeding the acting CEO, Riaan Koppeschaar, who continues as FD.

In August 2025, the CEO announced changes to the group management structure to support a growing and diversified portfolio, strengthen business stability and enhance agility, collaboration and responsive decision making. This enables accelerated execution of the Sustainable Growth and Impact strategy.

The restructure included three new appointments namely: executive head: coal, executive head: sustainability (designate) and executive head: commercial.

Governance roadshow

As part of our ongoing investor engagement initiatives, the chairman of Exxaro's board, together with the chairs of the remuneration, RBR and investment committees held Exxaro's 2025 governance roadshow from 29 to 30 September 2025, engaging investors in Cape Town and Johannesburg. This year's roadshow included BlackRock, one of Exxaro's offshore shareholders. At the time of the roadshow, the represented organisations had a cumulative holding of 79.76% in Exxaro shares.

Shareholder discussions focused on seven key themes, with remuneration, CEO/leader transition, strategy and capital allocation, and B-BBEE structure post-2027 leading the discussion.

Progress on Exxaro's vertical and horizontal wage gaps was also discussed, along with the potential impact of the recently promulgated legislative disclosure requirements. The company is confident that work in this area is well advanced and will consider commencing disclosure on the wage gap.

Key challenges

Coal mine dust class action

As reported previously, a coal mine dust class action litigation was initiated against Exxaro on 23 November 2023. The action involves mineworkers who contracted pneumoconiosis caused by exposure to coal mine dust at various Exxaro mines and dependents of deceased mineworkers whose deaths are likely attributable to the disease.

Exxaro completed the Rule 35 discovery process for documents received from the claimants and appointed independent administrative, medical, occupational hygiene and legal experts to support the assessment. Exxaro is defending the certification application and will continue to act in accordance with legal advice.

Exxaro is committed to health and safety, and on the SERC's recommendation, the board approved the revised health and safety policy. Management continues to identify health and safety risks and implement appropriate preventive measures, including medical surveillance programmes and occupational hygiene programmes, to reduce the risk of occupational health diseases across our operations.

Governance in action

The below outlines the board's quarterly progress in addressing our material themes to achieve our governance outcomes.

	Quarter 1	Quarter 2	Quarter 3	Quarter 4	Material themes

Board engagement	First quarter board meeting Approval of year-end results	Second quarter board meeting Annual strategy sessions with executive and management: Positioning Exxaro to lead; Sustainable Growth and Impact strategy	Third quarter board meeting Approval of half-year results	Fourth quarter board meeting Budget review
Stakeholder engagement	Approved and presented the 2024 financial results, demonstrating resilience in a dynamic industry and reinforcing value creation for stakeholders Approved a dividend of R8.66 per share	New CEO’s engagements with investors, unions, and major stakeholders AGM: shareholder election of audit committee and SERC members, auditor appointment, and approval of the remuneration policy and implementation through the non‑binding advisory vote	Approved and presented the 2025 interim results, confirming a robust performance and strong financial results Approved a dividend of R8.43 per share Engaged with shareholders and investors during the 2025 governance roadshow Initiated two projects to unify shareholders with unclaimed dividends	Held a two-day investor roadshow
Board performance	Reviewed directors’ declarations of interests Reviewed board and committee performance evaluations from 2024	Reviewed board and committee composition for size, tenure, adequacy, compliance and skills Reviewed performance against DEI targets Noted the light-touch review of nonexecutive director remuneration benchmarking Reviewed the structure and composition of subsidiary boards in line with a group governance framework		Reviewed the post-2027 BEE structure, considering the promulgation of the draft Minerals Bill that may impact the structure Reviewed non-executive director independence categorisation Conducted internal board performance evaluation interviews Evaluated the performance of the FD and group company secretary, governance and ethics Commenced the board committee performance evaluations Reviewed directors’ declarations of interests
Continuous development of the board		Governance session: Geopolitical landscape JSE debt and specialist security listings requirements Takeover defence manual and Exxaro’s defence strategy	Governance session: JSE simplification project Introduction to King V Ethics at Exxaro, including AI Exxaro compliance universe	Reviewed the rehabilitation provisions
Safety	All meetings commence with a safety moment, monitoring the frequency of safety incidents and occupational health incidents within the organisation and industry	CEO safety summit Launch of Exxaro’s strengthened One Voice Safety strategy		Conducted leadership safety days at all sites to ensure VFL Achieved an LTI-free year at flagship mine, Grootegeluk Belfast was recognised as the “most improved mine” for safety by the Mine Health and Safety Industry platform
Ethics	Monitored, through SERC, the progress of initiatives under the ethics implementation plan	Monitored conflicts of interest reporting and compliance with the gifts and entertainment policy Appointed a chief ethics officer	Implemented an ethics moment at the beginning of all formal meetings Hosted a successful Supplier Ethixx Day Launched the supplier Ethixx pledge	Noted the review of the ethics strategy and key strategic objectives
Risk	Approved the delegation of authority Approved, through the audit committee, the combined assurance model and proposed audit focus areas for 2025	Considered, together with the audit committee, whether there was any material or reportable risk within the company	Through the RBR committee, considered the strategic and tactical risk profiles, the interconnectedness of risks, and key risk indicators Monitored, through the RBR committee, strategic litigation matters Monitored, through the RBR committee, information management, including public‑to‑private cloud migration and data integrity post migration Monitored the 2025 cybersecurity roadmap and programme initiatives	The risk committee noted five emerging risks, emphasising the importance of addressing AI Key material matters identified through the comprehensive research and prioritisation process are included in the 2025 ESG and integrated reports
Growth performance	Approved the due diligence and bilateral engagement for a manganese investment Approved the replacement of 48 Grootegeluk motor control centres over five years at R530 million Approved the Resource and Reserve statement Approved the Cennergi Holdings and G7 Renewable Energies 20‑year power purchase agreement for wind power supply from the 140MW Karreebosch windfarm to Northam Platinum	Approved the transformational acquisition of manganese assets for R11.6 billion from Ntsimbintle Holdings and OMH Approved the capital release of funds for the Grootegeluk truck and shovel strategies of R9.3 billion and R2.7 billion, respectively Approved the Leeuwpan turnaround plan, subject to relevant regulatory requirements Supported coal life extension projects Reviewed, through the logistics committee, execution of the logistics strategy and focus areas	Energy and metals pipelines are reviewed quarterly by the investment committee	Approved the divestment of FerroAlloys, supporting a strong coal base, growing energy solutions and growth ambitions in energy transition metals Approved the acquisition of majority interests in two fully operational renewable energy assets: the 138MW Gouda windfarm and the 75MW Sishen solar facility Approved the procurement of 100% of Acciona Energy SA’s issued share capital and an 80% stake in Acciona Energy SA’s operations and maintenance
Environmental sustainability	Committed to developing a comprehensive decarbonisation plan to achieve carbon neutrality by 2050 as part of Exxaro’s Sustainable Growth and Impact strategy Approved, through SERC, sustainable impact targets for 2025	Signed an MoU with Eskom to collaborate on strategic initiatives, research and projects in air quality and the inclusive transition Reviewed offset plans, including an initiative to rescue Cape vulture nestlings	Noted the progress on the decarbonisation plan and roadmap	Monitored the performance of the Amakhala Emoyeni and Tsitsikamma community windfarms, noting consistent compliance with economic development obligations over the past five years and no termination points Noted no significant environmental incidents at the three windfarms or the LSP
Social sustainability	Handed over new classrooms and a school hall valued at R7 million at Nelsonskop Primary School in Limpopo as part of ongoing host community upliftment Considered the coal mine dust class action litigation matter filed in 2023	Considered, through SERC, the occupational health management report		SERC held stakeholder engagement days in Modimolle and Lephalale, Limpopo