Prioritising good governance

Investment committee report

Dear shareholders,

I am pleased to present the investment committee report for the year ended 31 December 2025. This report provides an overview of how the committee works to responsibly advance our strategic objective of transitioning at speed and scale, in support of Exxaro’s purpose and vision.

Billy Mawasha

Investment committee chairperson

Committee overview

Composition

The board appoints committee members on the recommendation of the nomination committee and ensures a balanced blend of skills and experience, enabling the committee to discharge its functions.

At 31 December 2025, the committee consisted of three independent non-executive directors and one non-executive director. The board is satisfied that the committee members have the necessary experience.

Following Ben Magara’s appointment as CEO, he stepped down as chairperson and member of the committee. The board appointed Billy Mawasha as committee chairperson, effective 9 May 2025. Mandlesilo Msimang resigned as a director on 15 September 2025.

The CEO, FD, executive head: energy, executive head: coal, executive head: metals, and executive head: strategy and business development attend investment committee meetings as standing invitees. Other members of the executive team and senior managers representing areas relevant to investment committee discussions attend meetings as required.

Refer to board of directors for members’ qualifications and experience.

Gender and racial diversity

Meetings

The committee held four scheduled quarterly meetings and two special meetings in 2025:

Members	Designation	Attendance at scheduled meetings	Attendance at special meetings

Ben Magara*	Former independent non-executive director and committee chairperson	1/1	1/1
Billy Mawasha**	Independent non-executive director and committee chairperson	4/4	2/2
Isaac Malevu	Non-executive director	4/4	2/2
Mandlesilo Msimang***	Non-executive director	2/3	2/2
Chanda Nxumalo	Independent non-executive director	4/4	0/2
Peet Snyders****	Independent non-executive director	4/4	2/2

*	Following appointment as CEO, stepped down as member and chairperson.
**	Appointed member and chairperson on 9 May 2025.
***	Resigned on 15 September 2025.
****	Classified as independent until 31 December 2025.

Role and purpose

This committee plays a key role in executing Exxaro’s Sustainable Growth and Impact strategy.

The committee has an independent role where it:

Reports to the board on material acquisition, merger, investment, or disposal opportunities
Exercises ongoing oversight of transactions and related matters in the scope of the approved energy and metals Sustainable Growth and Impact strategy, including portfolio management of these businesses and post-investment reviews
Reviews the strategic fit, risk profiles and outcomes of financial, technical and legal due diligence for major investments
Ensures adherence to all Exxaro’s governance processes and monitors that potential investments meet the approved hurdle rates, set from time to time, before Exxaro commits any funds

Throughout 2025, the committee received quarterly reports on the metals and energy pipelines and opportunities. The board is committed to protecting Exxaro’s value, and the committee does not approve the pursuit of projects outside the approved investment criteria.

Investment opportunities are first presented to the investment committee, where a detailed review is conducted in line with board‑approved criteria. After the review, the committee may then recommend the investment opportunity to the board for final approval, as was the case for the company’s acquisition of the select manganese assets and the majority stakes in the two renewable energy assets.

Terms of reference

The committee’s terms of reference are reviewed and approved annually by the board. The November 2025 review ensured alignment with the current status of the business.

King V was implemented on 31 October 2025. Any changes required to align the terms of reference with King V will be presented to the committee in the first quarter of 2026.

Conflict of interest

The committee’s mandate requires that disclosures of interest are made at the time of circulating information to the committee members and before the commencement of any meeting. Any declaration and/or recusal by members as a result thereof is captured in the meeting minutes to ensure transparency.

Performance evaluation

While there is no regulatory requirement to conduct annual external independent performance assessments, King IV emphasises the board’s responsibility to regularly evaluate its effectiveness and that of its committees. In support of effective governance outcomes, Exxaro conducts external independent board and committee performance assessments every third year.

The internal evaluation of the committee’s performance and effectiveness was finalised in the first quarter of 2026. The evaluation confirmed that the committee fulfilled its mandate during 2025, and it remains an effectively functioning and contributing arm of the board. Areas for continuous improvement or increased attention were added to the 2026 key focus areas.

2025 focus areas

Monitored the metals and energy growth pipelines and recommended investment decisions (select manganese assets, and solar and wind energy assets) for board approval
Considered the capital allocation framework, including market concerns regarding the appropriate level of cash retention, while ensuring sufficient capital to support Exxaro’s growth aspirations
Considered operating capital expenditures, including the replacement of 48 motor control centres in Grootegeluk
Considered the Belfast life extension bankable feasibility study
Noted outcomes of due diligence processes and monitored progress and prevailing market conditions regarding proposed transactions while ensuring alignment with Exxaro’s strategy
Recommended the Leeuwpan turnaround plan to the board
Monitored progress against Exxaro’s decarbonisation roadmap and the three phases for scope 2 emissions

2026
focus areas

Oversight of the completion and disciplined integration of manganese and energy acquisitions to achieve operational synergies and sustainable value creation
Review and enhancement of the group capital allocation framework to strengthen capital discipline, optimise returns and balance growth with resilience
Evaluation of manganese, energy and coal strategies, including LoM extension and portfolio optimisation opportunities, to support long‑term competitiveness and responsible resource stewardship
Oversee divestments and acquisitions, including guidance on and recommendation of participation in transactions aligned to the group’s long‑term metals strategy
Review and recommend for approval the business development framework to enhance pipeline governance, investment screening rigour and strategic execution capability
Monitor portfolio performance, capital deployment and post-investment reviews to ensure strategic alignment, disciplined execution and value realisation
Approval and ongoing monitoring of the group capital budget to ensure alignment with strategy, risk appetite and long‑term value creation objectives
Continue to evaluate strategic options in relation to investments in Sishen Iron Ore Company Proprietary Limited and Black Mountain Mining Proprietary Limited

Confirmation

The committee, in carrying out its duties, has due regard for its terms of reference and the principles and recommended practices of King IV. The committee is satisfied that it has conducted its affairs and discharged its responsibilities in accordance with its terms of reference.

On behalf of the investment committee

Billy Mawasha
Investment committee chairperson

29 April 2026