Prioritising good governance

Logistics committee report

Dear shareholders,

I am pleased to present the logistics committee report for the year ended 31 December 2025. Established in early 2023, the committee continues to address rail logistics challenges and support Exxaro’s sustainable growth.

Isaac Malevu

Logistics committee chairperson

Committee overview

Composition

Committee members are appointed by the board on recommendation of the nomination committee to ensure a blended balance of the necessary skills and experience for the committee to successfully carry out its assigned duties and obligations. The board is satisfied that committee members have the necessary experience. At 31 December 2025, the committee comprised three independent non-executive directors and one non-executive director.

From 1 April 2025, Ben Magara stepped down as committee member. However, as CEO, he holds a standing invitation to attend the committee’s meetings.

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

Gender and racial diversity

Meetings

The committee held three scheduled meetings in 2025. The frequency of the meetings is driven by the need to discuss or report on updates that are significant or noteworthy, but no less than three times per year.

Members	Designation	Attendance at scheduled meetings

Zwelibanzi Mntambo*	Former non-executive director and logistics committee chairperson	0/1
Isaac Malevu**	Non-executive director and logistics committee chairperson	1/1
Ben Magara***	Independent non-executive director	1/1
Dr Phumla Mnganga	Independent non-executive director	3/3
Mvuleni Geoffrey Qhena	Independent non-executive director	3/3
Peet Snyders****	Independent non-executive director	3/3

*	Retired on 15 May 2025.
**	Appointed logistics committee member and chairperson on 5 June 2025.
***	Stepped down as member of the committee following appointment as CEO on 1 April 2025.
****	Classified as independent until 31 December 2025.

Role and purpose

The logistics committee monitors and reports on the development of long-term solutions to secure logistics access to international markets and identifies medium-term solutions and alternatives to mitigate Transnet Freight Rail constraints, increase volumes and support the execution of Exxaro’s approved metals growth strategy.

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.

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 committee was described as an efficient committee, particularly as this is just the second year of its existence. Areas for increased focus include aligning the new manganese asset with the present coal business and the different logistics corridors.

The committee fulfilled its mandate during 2025, and it remains an effectively functioning and contributing arm of the board.

2025 focus areas

Exxaro’s logistics strategy focused on governance and regulation, third-party operations, port allocation and infrastructure upgrades in a challenging logistical environment. Pleasingly, rail reform is ongoing in South Africa, with the government assuming more responsibility
Considered the implications of an infrastructure upgrades report
Conducted a prefeasibility study focusing on alternative solutions to increase rail infrastructure capacity; five strategic focus areas were identified for 2025, with progress made in each area
Strategic logistics team developed a targeted stakeholder engagement strategy to proactively align Exxaro’s strategic objectives with the interests and expectations of key stakeholders, enhancing decision making and the likelihood of favourable outcomes

2026
focus areas

Oversee the development and review of long-term logistics solutions to access international markets
Monitor the identification and review of medium-term logistics solutions to mitigate Transnet Freight Rail risk and increase exports
Advance power supply project requests for proposal readiness by leveraging the independent technical assessment outcome and translating outputs into a clear restoration and upgrade scope, capex baseline and concession-ready design
Progress consortium formation through MoUs with freight players
Deliver the critical 2026 focus by securing internal alignment and engaging key government stakeholders to position Exxaro as a credible early‑stage partner
Advance coal corridor programme participation by identifying collaboration projects and aligning with Transnet on collaboration principles and Transnet rail infrastructure management-style, customer-funded models
Prepare for manganese integration into the logistics programme and strengthen Exxaro’s positioning with Transnet and Transnet rail infrastructure management as a potential top-tier rail player

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 board is satisfied that the committee has considered and discharged its responsibilities.

On behalf of the logistics committee

Isaac Malevu
Logistics committee chairperson

29 April 2026