Our board of directors

The board provides effective ethical leadership and strategic direction while balancing the company’s interests as a responsible corporate citizen with stakeholders’ legitimate needs and expectations, within a framework of principled governance. We are proud to present the following board members:

Independent non‑executive director and chairman

Executive directors

Board nominees for the upcoming 25th AGM

In accordance with the company’s MoI, one-third of the non‑executive directors are subject to retirement by rotation and re-election by shareholders annually. Eligible directors may offer themselves for re-election.

At the AGM, Ms Nondumiso Ketwa, Ms Chanda Nxumalo, Ms Karin Ireton and Mr Peet Snyders, are obliged to retire by rotation, age or tenure, whichever applies. Ms Karin Ireton is obliged to retire due to reaching the age of 70 years in accordance with Exxaro’s MoI. Ms Nondumiso Ketwa, Ms Chanda Nxumalo, and Mr Peet Snyders indicated that they are available for re-election. The nomination committee has reviewed the composition, gender, and racial balance of the board and evaluated the independence, performance, and contribution of the directors listed above. In particular, 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.

The board will propose the following directors for re-election to shareholders at the upcoming AGM:

Re-election		Appointed
CJ Nxumalo	Independent non‑executive director	1 February 2021
N Ketwa	Independent non‑executive director	3 January 2023
P Snyders	Independent non‑executive director	1 July 2016

Board composition

Deliberate policy parameters ensure a suitable board composition and appropriate balance of power between directors to enable the board to operate effectively and in the company’s best interests. Diverse capabilities and perspectives among board members are important for robust decision making.

Director nomination and appointment guidance note

The board strives for the appropriate size, balance of power, independence, diversity, skills, knowledge and experience to discharge its governance responsibilities objectively. The current board size of 12 is considered optimal, with room for the nomination of shareholder representatives and future refreshment.

The board charter and directors’ nomination and appointment policy require that board members are individuals of calibre, integrity and credibility, possessing the requisite skills and experience.

Changes to the board

Dr Nombasa Tsengwa	Resigned 5 February 2025
Ben Magara	Appointed CEO, 1 April 2025
Zwelibanzi Mntambo	Retired 15 May 2025
Mandlesilo Msimang	Resigned 15 September 2025

Independence

The principles of good governance and the JSE Listings Requirements recommend holistic independence assessments using a substance-over-form approach in accordance with certain criteria. The 2025 annual assessments were based on King IV requirements and section 94(4) of the Companies Act.

The 2025 independence assessment confirmed that members exercise objective judgement and that there is no interest, position, association or relationship, judged from the perspective of a reasonable and informed third party, likely to unduly influence or cause bias in decision making.

Directors are asked to consider their roles on other JSE-listed companies and apply Exxaro’s objective formula to assess whether they are over-committed. The nomination committee’s guideline is that non-executive directors should be limited to four listed entities, including Exxaro, and any chairmanship will be counted as two mandates. In the case of perceived over-commitment, the committee’s policy is that a path should be agreed upon to reduce the number of boards as there would be some level of irresponsibility should this take place overnight.

Our chairman also chairs Telkom’s board and is a director of Investec. As Investec is a subsidiary of a listed entity, this is in line with the nomination committee’s recommendation.

As at 31 December 2025, the board consisted of nine independent non-executive directors (75%), one non-executive director and two executive directors.

Broader diversity

The board embraces the constitutional principles of equality, freedom and inclusion. The board diversity and inclusion policy expresses a broader definition of diversity and inclusion, with targets reflected in this report. The board promotes diversity of, among others, knowledge, skills, experience, age, gender, race, nationality and physical ability.

The progress of our board’s diversity, size and independence over the past few years is shown in the graphs below as at 31 December 2025:

Director tenure

Succession planning for non-executive directors is part of the nomination committee’s ongoing planning and discussion programme, supporting inclusion and the group’s strategic focus areas.

To ensure continuity of experience and knowledge, the company’s MoI has a staggered approach to re-election of directors. Directors are selected for retirement by rotation and, following assessment by the nomination committee, may be presented to shareholders for re-election at the AGM.

In line with the recommendations of King V, non-executive directors who reach a tenure of nine years will not be classified as independent.

Details about rotation, retirement and election of directors can be found in the notice of AGM and Board nominees for the upcoming 25th AGM

Our non-executive director tenure as at 31 December 2025 is illustrated below:

Director competence and diversity in skills and experience

Our directors are carefully selected to ensure a balanced mix of expertise and experience for effective decision making on behalf of Exxaro. In accordance with King IV, directors should be knowledgeable, skilled, experienced, diverse and independent to effectively discharge their governance responsibilities.

Diversity of skills and experience

In the third quarter of 2024, we re-evaluated and clearly defined the leadership, management and technical skills required to bolster the achievement of our strategy. New skills, including water technology, were added and will be developed over time. The matrix below indicates that, in 2025, our board displayed depth of skills, with at least two directors having significant experience in each field. Overall, the board has sufficient skills in all its key stewardship areas.

Board leadership

Our board is led by an independent non-executive chairman, Mvuleni Geoffrey Qhena, in compliance with paragraph 5.7(d) of the JSE Listings Requirements and King IV recommended practices.

Geraldine Fraser-Moleketi continues to serve as lead independent non-executive director.

The roles of the chairperson and CEO are separate and distinct. This separation of powers and responsibilities, as set out in the board charter and group governance framework, ensures that no single person has unfettered decision-making powers and that there is an appropriate balance of power at board level.

Roles and responsibilities of the chairperson, CEO and lead independent non-executive director

Functions	Responsibilities
Chairperson	Sets the tone for ethical culture at board level and ensures adherence to the board charter Represents the board to shareholders and other stakeholders regarding the company’s performance Ensures the integrity and effectiveness of board governance processes Manages conflicts of interest at board meetings in accordance with applicable legal requirements and best practice Maintains a collegial yet arm’s length relationship with board members and management Ensures board decisions are executed Collaborates with the group company secretary, governance and ethics to ensure the contents and order of the agenda are correct Maintains regular dialogue with the CEO on operational matters and promptly consults with the board on matters of major concern Facilitates board meetings to ensure discussions result in logical outcomes and that no board member dominates the discussions Ensures the board has effective leadership and adequate composition to effectively fulfil its functions Provides direction for an ethical and effective board and forms the link between the board, CEO and management
CEO	Formulates and develops the company’s short, medium and long-term strategic vision to realise its core purpose and values, considering relevant risks and opportunities that will generate satisfactory levels of value creation, as defined by King IV Leads the implementation and execution of approved strategy, policies and operational plans as the chief link between management and the board while monitoring and managing the company’s day-to-day operations Develops and recommends business plans, policies and objectives for board consideration, accounting for business, economic and political trends that may affect the company’s operations Manages and ensures the timely submission of accurate reports, financial statements and consolidated budgets for board consideration Oversees the company’s financial management, including financial planning, cash flow and management reporting Is involved in group affairs as executive committee chairperson Ensures that no practices, activities or decisions by or in the group are contrary to commonly accepted good business practice, good corporate governance or professional ethics Ensures key management functions are headed by individuals with the necessary competence and authority and that they are adequately resourced and performance managed Sets the tone at management level by providing ethical leadership and maintaining an ethical culture conducive to attracting, retaining and motivating a diverse group of employees Ensures the implementation and execution of the company’s codes of conduct and ethics policies
Lead independent non-executive director	Leads in the absence of the chairperson Serves as adviser to the chairperson Acts as intermediary between the chairperson and other directors, if necessary Deals with shareholders’ concerns when normal channels have failed to resolve concerns or are inappropriate Strengthens board independence if the chairperson is not an independent non-executive director Chairs board discussions and decision making on matters where the chairperson has a conflict of interest Ensures the chairperson adheres to the rules of conduct and etiquette set out in the board charter Leads the chairperson’s performance appraisal if an independent service provider is not used to facilitate the process

Performance of our board

Board meeting attendance

The board held five formal meetings, two special board meetings (one of which was in-committee), a two-day strategy session and two governance sessions during the year. Attendance is calculated against the number of meetings each director was required to attend.

Members	Designation	Attendance of quarterly meetings	Attendance of special meetings
Mvuleni Geoffrey Qhena	Independent non-executive director and board chairman	5/5	5/5
Dr Nombasa Tsengwa*	CEO and executive director	0/0	0/0*
Ben Magara	Independent non-executive director; CEO from 1 April 2025	5/5	5/5
Riaan Koppeschaar	FD and executive director	4/4**	3/3**
Geraldine Fraser-Moleketi	Lead independent non-executive director	5/5	5/5
Karin Ireton	Independent non-executive director	5/5	5/5
Isaac Malevu	Non-executive director	4/5	5/5
Billy Mawasha	Independent non-executive director	5/5	5/5
Nondumiso Ketwa	Independent non-executive director	5/5	5/5
Dr Phumla Mnganga	Independent non-executive director	5/5	5/5
Nosipho Molope	Independent non-executive director	5/5	5/5
Zwelibanzi Mntambo***	Non-executive director	2/2	4/5
Mandlesilo Msimang****	Non-executive director	4/4	5/5
Chanda Nxumalo	Independent non-executive director	5/5	5/5
Peet Snyders*****	Independent non-executive director	5/5	5/5

*	Resigned on 5 February 2025.
**	Recused.
***	Retired on 15 May 2025.
****	Resigned on 15 September 2025.
*****	Classified as independent until 31 December 2025.

Evaluation

As required by our board charter, an internal evaluation of the board’s 2025 performance was undertaken in February 2026. The board is satisfied that it continues to function effectively and has depth in traditional core skill areas.

Conclusion

The board is satisfied that it complied with the provisions of the Companies Act and relevant laws of establishment relating to its incorporation and that the company is operating in conformity with our MoI and other relevant constitutional documents. The board is also satisfied that it fulfilled its responsibilities in accordance with its charter and King IV during the reporting period.