Prioritising good governance

Addressing material matters

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

Exxaro’s board provides attention to the material themes throughout the year. These include:

Building sustainable communities

Enabling a thriving workforce

Principled governance

Responsible environmental stewardship

Adapting to a changing context

Driving business resilience

Executing our strategy

	Quarter 1	Quarter 2	Quarter 3	Quarter 4	Material theme

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 non-executive 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 report
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