Exxaro Resources Limited
Integrated report for the year ended 31 December 2025
The mining sector is being reshaped by forces that are both disruptive and generative. Shifting commodity markets, climate change imperatives and the accelerating global demand for energy transition minerals and metals constantly redefine what it means to be a competitive, responsible mining group.
Mvuleni Geoffrey Qhena
Chairman
The board recognises that complexity and opportunity coexist in the environment in which Exxaro operates. Against this backdrop, Exxaro's Sustainable Growth and Impact strategy remains an appropriate and disciplined framework for balancing operational resilience with responsible diversification and long-term value creation.
Significant progress has been made during 2025 in advancing the group's strategic priorities. Exxaro's position as a diversified natural resources business was strengthened through a continued momentum in growing the renewable energy business and the completion of a strategically significant manganese transaction. This investment has advanced the group's portfolio diversification objectives, and enhanced exposure to future-facing commodities and supports transformation in the sector.
The Kalahari Manganese Field is of global significance, and the acquisition strengthens Exxaro's participation in a commodity that remains important to infrastructure development and increasingly relevant to clean energy battery chemistries. This transaction enhances the quality and resilience of the group's portfolio and supports sustainable long-term growth.
The board also oversaw continued progress in Exxaro's energy transition ambitions, including the successful advancement of selfgeneration initiatives that are expected to enhance cost competitiveness, energy security and emissions reduction over time.
At the same time, management continued to simplify the portfolio through responsible disposal of selected non-core assets, sharpening focus on long-term value strategic opportunities.
A diversified portfolio, capable leadership and a clear strategy position Exxaro well for the opportunities that lie ahead.
It is recognised that leadership stability contributes positively to employee wellbeing. Safety remains the group's foremost priority, with the introduction of the One Voice Safety strategy, which focuses on clear communication, leadership accountability and continuous improvement. Safety performance improved materially during the year, reflecting strengthened leadership accountability and culture. While progress is acknowledged, there remains unwavering commitment achieving the goal of zero harm.
Ongoing investment to learning, training and development remains a priority across the group. These initiatives are complemented by a strengthened succession planning framework and leadership development programmes, designed to deepen the leadership pipelines and deliver on the group's strategic ambitions.
Exxaro remains committed to achieving carbon neutrality by 2050. The board continues to oversee the implementation of the group's decarbonisation roadmap, which provides a structured framework for reducing emissions, improving energy efficiency, and strengthening long-term resilience.
There is a depth of sustainability expertise among our directors, which strengthens governance of climate-related risks and opportunities.
Powering better lives in Africa and beyond continues to guide the investments Exxaro makes and the manner in which it creates value.
Exxaro's commitment to becoming a catalyst for economic growth and environmental stewardship includes investments towards small, medium and micro-enterprises (SMMEs), development, education and land use management to support long-term socioeconomic development in our communities and ensure responsible stewardship of the natural resources we rely on. Our commitments to both community development and environmental stewardship intersect through active land rehabilitation and biodiversity enhancement at our operations. These initiatives transform land from a mining asset to a long-term economic enabler for our communities.
Strong, multi-stakeholder partnerships amplify the group's impact and target systemic challenges. The board continues to prioritise transparent and inclusive engagement, balancing diverse stakeholder interests while positioning the group to navigate external challenges and support sustainable socio-economic development.
We are committed to fostering an ethical culture, upholding the highest standards of integrity, and acting in the best interest of all stakeholders. Exxaro's inaugural supplier ethics day, brought suppliers together to promote ethical conduct, reinforce shared values, and support responsible and sustainable sourcing. These efforts contribute to building resilient relationships across the value chain and enhancing the group's long-term impact.
Ethical practices continue to be embedded and sustained across the business through an effective ethics management framework. Ongoing oversight of Exxaro's ethical culture is maintained through the social, ethics and responsibility committee, the audit committee and other governance structures.
During the year, there was a strong focus on the oversight of logistics constraints and strategic infrastructure developments that are critical to Exxaro's export competitiveness. Reliable logistics networks remain critical to preserving market access and supporting the value of the group's resource base.
From a labour relations perspective, Exxaro continued to cultivate constructive dialogue and maintained strong working relationships with our organised labour stakeholders.
The board, through the investment committee, was active in overseeing the advancement of the group's growth and diversification strategy. During the year, it monitored the coal, metals and energy growth pipelines and recommended key investment decisions for board approval. We engaged with our shareholders on investment decisions and capital allocation through regular interactions, including our 2025 governance roadshows.
The coal class action suit launched in 2023 against coal mining companies, including Exxaro, is ongoing. The board is overseeing the matter diligently, acting in accordance with legal advice, and will monitor Exxaro's position.
Exxaro delivered a strong performance in 2025, despite a persistently challenging macro-economic environment. The group's high-quality assets portfolio continued to generate robust cash flows, supporting a solid balance sheet and financial flexibility.
Reflecting our ongoing commitment to delivering superior and consistent returns to our shareholders, the board approved a revised dividend policy. A final gross dividend of R10 per share was declared, amounting to approximately R3.4 billion. Including the interim dividends of R2.9 billion paid in October 2025, total dividends for 2025 amount to R6.3 billion.
A key focus during the year was introducing Ben Magara as Exxaro's new CEO to our full stakeholder base, including employees, organised labour, government, industry bodies, customers and shareholders. Ben brings over 35 years of mining industry experience, and his technical expertise, strategic insight, and knowledge of Exxaro's business and the broader mining industry position him well to lead the group through the next phase of growth. The board is pleased with the disciplined execution of Exxaro's strategy and further supports enhancements to the executive structure to support the diversified natural resources portfolio.
The global geopolitical environment remains plagued with uncertainty, with the humanitarian crisis in the Middle East disrupting global energy markets, increasing energy security risks and placing pressure on global economic growth. Trade policy shifts, particularly around import tariffs, have introduced complexity into commodity markets. In such an environment, the board's role in providing oversight and strategic guidance remains critical in supporting the execution of Exxaro's Sustainable Growth and Impact strategy, enabling the group to navigate complexity with resilience.
Through its Risk and Business Resilience committee, there is a continued oversight of the group's risk management and business continuity frameworks, ensuring that Exxaro remains sufficiently prepared to respond to external risks and operational disruptions that emerge as a result of these dynamics.
Exxaro's defensive, diversified natural resource portfolio provides a strong foundation, balancing a stable and predictable earnings base with long-term growth optionality. The integration of the recently acquired assets remains an important area for the board to preserve long-term value creation.
Through Operation Vulindlela, we are witnessing progress through collaboration. Business and government are working together to fast-track structural reforms, unlock economic growth, reduce costs and improve competitiveness. We are encouraged by the improved energy availability and early signs of progress on logistics performance.
Through the oversight of the logistics committee, we continue to monitor progress on initiatives aimed at unlocking logistics capacity, particularly along the Waterberg corridor which remains constrained. Reliable and efficient logistics infrastructure is critical to preserving export optionality and supporting the long-term competitiveness of Exxaro's long life resource base. The strategic importance of these reforms is recognised, both for Exxaro and for South Africa's broader participation in global seaborne markets.
The board remains confident in Exxaro's strategic direction. Exxaro's portfolio is defensive, our employees are capable and committed, and our purpose is clear. We are focused on supporting management to deliver strategic goals; transforming board insights into business excellence; enabling Exxaro's stability, culture, succession planning and performance; promoting enduring stakeholder value creation; and empowering our people and communities.
As we look ahead, we do so with the conviction that responsible growth and lasting impact are complementary pursuits, and that Exxaro is well positioned to deliver on both.
I extend my appreciation to Ben, the executive team and the people of Exxaro for the focus and commitment they have brought to this important year. To our employees, thank you for your continued dedication. To my fellow board members, thank you for your guidance and support. And to our stakeholders, your trust and collaboration remain both a privilege and a responsibility we do not take lightly.
Mvuleni Geoffrey Qhena
Chairman
29 April 2026