Exxaro Resources Limited
Integrated report for the year ended 31 December 2025

The forces shaping our business

Our stakeholders

Our stakeholders influence and are affected by our decisions, performance and long-term sustainability. As such, we prioritise building stable, mutually beneficial relationships with them. Meaningful engagement helps protect our licence to operate and create shared value.

Stakeholder engagement approach

Our approach is guided by our stakeholder management policy and engagement procedure. These are strategy led and outcomes based, enabling us to build and maintain intentional and meaningful relationships. We regularly review our stakeholder universe to understand how our activities affect stakeholders and how their expectations influence our strategic delivery. Regular and ad hoc in-person engagements, supported by social impact assessments and surveys, inform our understanding of our social impact and stakeholders’ needs and concerns.

Assessing effectiveness and relationship quality

Exxaro’s board and executive committee assess engagement effectiveness. We monitor the effectiveness of engagement and quality of relationships through surveys, feedback platforms, structured review cycles and the outcomes of key interactions, which inform our adjustments and focus areas. These insights help strengthen mutual trust and reinforce our commitment to maintaining constructive, long-term stakeholder relationships.

Stakeholder universe

We categorise our stakeholders into four key groupings and identify relevant engagement objectives and strategies as required.

Government
  • Government departments
  • Provincial government
  • Local government
  • District municipalities
  • Regulators
  • Political parties
Business
  • Non-governmental and non‑profit organisations
  • Media
  • Professional industry bodies
  • Mining industry peers
  • Universities
  • Financial community
Communities
  • Local media
  • Faith-based organisations
  • Business associations
  • Farmers and landowners
  • Mining industry peers
  • Local SMEs
  • Local leadership
  • Local schools
  • Traditional authorities
Value chain participants
  • Unions
  • Investors/shareholders
  • Strategic and other suppliers
  • Partners
  • Sponsors
  • Customers
  • Employees

Our stakeholders and our response to their expectations and issues

Employees | Quality of relationship: Although we have a solid relationship with our employees, there is room for improvement

Stakeholders include 21 297 Exxaro employees and 1 261 Cennergi employees.

Engagement purpose

We foster an engaged, resilient workforce by regularly communicating progress, co-creating solutions, developing capabilities, strengthening culture and trust, and ensuring open dialogue and employee feedback as part of our listening efforts.

How we engage

Through regular, multi-channel methods including structured meetings at various intervals, newsletters, roadshows, communication campaigns, digital communications and performance management processes. Our approach includes safety-focused initiatives, financial and operational feedback sessions, feedback on union meetings, active listening mechanisms that include employee surveys and anonymous reporting and feedback channels. We also support ongoing culture development through training and team journeys

Stakeholder expectations and issues

While employees feel proud to work for Exxaro, they have concerns regarding insufficient communication, which creates a lack of clarity and uncertainty. There is also a strong need to strengthen psychological safety to enable employees to speak up. Leaders are also encouraged to be more deliberate about listening to employees and take visible action on their feedback. This includes enhancing focus on employee development and growth to support our talent pipeline.

Our response
  • Strengthening leadership listening by:
  • Developing action plans to address employee concerns
  • Regularly conducting pulse checks to monitor progress against action plans
  • Supporting the implementation of key initiatives:
  • Encouraging leaders and their teams to undergo team journeys to support team health and collaboration
  • Implementing FUNN@WORK to promote employee wellbeing and encourage fun in the workplace
  • Implementing Culture Live feedback sessions to focus on issues that are important to employees and promote the desired culture for Exxaro
  • Introducing our employee value proposition, supported by focus groups across the organisation, to ensure it reflects employees’ lived experience
  • Investing in and developing talent

Detailed disclosure:

Relevant material themes

Capitals impacted

Strategic objectives impacted

Investors | Quality of relationship:We maintain a good relationship with investors

Stakeholders include existing and potential shareholders, investment analysts and other capital providers with current and future interest in Exxaro’s operational, financial and ESG performance, and long-term value creation. We also include ESG ratings agencies in the investor stakeholder group.

Engagement purpose

We proactively and consistently engage to build trust through transparency, provide clarity on our sustainable growth and impact strategy, capital allocation and long‑term value creation to support fair valuation of the business. We also engage to gather investor insights and feedback to sharpen our strategy.

How we engage

Through financial results presentations, FD’s pre-close messages, investor roadshows, annual general meetings, Capital Markets Day sessions, site visits and investor conference participation. We also conduct solicited meetings, participate in sell-side roundtables and gather feedback through investor perception surveys.

Stakeholder expectations and issues

Investors continued to seek clarity on Exxaro’s growth and diversification plans and progress on manganese assets acquisition, growth areas, capital allocation framework and ESG issues related to Exxaro’s transition. Company stability, organisational culture, employee morale and strategy during leadership transition were an area of interest. They are also interested in how we manage logistics and coal offtake risk, the sustainability of our coal business, as well as our capital allocation framework, shareholder returns and cash retention policy. Exxaro’s B-BBEE structure beyond 2027 was also top of mind.

Our response
  • Reaffirmed that Exxaro’s Sustainable Growth and Impact strategy remained intact during leadership transition
  • Articulated safety, organisational stability, succession planning, operational delivery and prudent diversification as key priorities during leadership transition
  • Accelerated the prudent delivery of our diversification strategy by announcing the acquisition of select manganese assets from Ntsimbintle Holdings and OMH, and grew our energy solutions business through strategic acquisitions. We responsibly disposed of our entire shareholding in FerroAlloys, sharpening management focus and announced the Leeuwpan turnaround plan to return the mine to profitability
  • We announced that the R12 billion to R15 billion cash buffer will no longer be required post manganese acquisition and that a review of our capital allocation framework was in progress
  • Following the signing of a separate waiver by Eyesizwe to maintain its shareholding in Exxaro until 2027, Exxaro structure beyond 2027, actively evaluating options to maintain meaningful empowerment with community and employee participation in a manner that is compliant, value-preserving and creates long-term shareholder value. We are also monitoring the developments of the Draft Mineral Resources Development Bill of 2025
  • Maintained proactive and consistent engagements with shareholders and analysts

Detailed disclosure:

Relevant material themes

Capitals impacted

Strategic objectives impacted

Government | Quality of relationship: Our good relationship with this stakeholder has room for improvement

Government stakeholders include national, provincial and local government bodies that shape policy direction, socio-economic priorities and the broader operating environment in which Exxaro functions.

Engagement purpose

We build constructive partnerships with government by sharing strategic developments, collaborating on socioeconomic solutions, contributing to national development, shaping policy, managing country risks, and engaging on ESG performance and community/environmental commitments.

How we engage

Through one-on-one, in-person and virtual engagements, as well as dialogue platforms, events and sponsorships, and quarterly reports.

Stakeholder expectations and issues

Government expects businesses to minimise negative environmental impacts, manage water responsibly and overcome climate change issues, while planning for post-mine closure and contributing to job creation and broader community upliftment.

Our response
  • Reinforced a constructive, solutions-oriented approach by addressing key issues, such as logistics constraints, through industry platforms and direct engagements with government to improve infrastructure reliability
  • Participated in provincial investment conferences in Mpumalanga and Limpopo
  • The SERC engaged with Limpopo’s premier and her delegates during Exxaro’s Lephalale stakeholder engagement day
  • Participated in Business Leadership South Africa G20 and B20 engagements
  • Briefed the DMPR minister on Exxaro’s manganese acquisition
  • Engaged the DMPR minister on Leeuwpan mine section 189 processes
  • Supported grade 12 results announcements in Limpopo and Mpumalanga, and supported the DMPR minister’s Back to School campaign
  • Supported the Department of Women, Youth and Persons with Disabilities by joining the South African delegation as a business representative at the 69th meeting of the UN Commission on the Status of Women in March 2025, leading to Exxaro initiating a potential strategic partnership with UN Women to advance women's empowerment through Exxaro’s ESD programme
  • Provided business input at a Cooperative Governance, Human Settlements and Traditional Affairs ministerial roundtable, shaping the review of the white paper on local government and strengthening Exxaro’s role as a key partner in local economic development and infrastructure

Detailed disclosure:

Relevant material themes

Capitals impacted

Strategic objectives impacted

Regulators | Quality of relationship: Our good relationship with this stakeholder has room for improvement

Regulators include specialised regulatory authorities responsible for enforcing mining, environmental, water, safety and other compliance requirements across Exxaro’s operations.

Engagement purpose

We maintain constructive compliance relationships, engage on licensing, mine closure and environmental requirements, align on regulatory expectations and ensure transparent reporting and assurance. Our engagements assist with applications to secure our licence to operate and enable us to collaborate in shaping policies.

How we engage

Through one-on-one, in-person and virtual engagements, as well as dialogue platforms and quarterly reports.

Stakeholder expectations and issues

Regulators expect updates on Exxaro’s plans and strategies in addition to receiving submissions for licences and authorisations.

Our response
  • Engaging regularly with the DMPR on SLP initiatives, including planning and reporting
  • Reporting quarterly as required by regulatory bodies
  • Ensuring robust internal auditing processes, strategies and management controls to improve compliance and risk mitigation
  • Regularly reviewing and addressing complaints received
  • Processing information requests through the Promotion of Access to Information Act, 2002 (Act 2 of 2002) and managing them accordingly
  • Proactively engaging with the Department of Water and Sanitation and Department of Forestry, Fisheries and Environment on water issues at our Durnacol and Hlobane mines in closure
  • Successful engagements with the DMPR on the renewal of our Matla mining right, and the Department of Water and Sanitation on the Matla water use licence renewal

Detailed disclosure:

Relevant material themes

Capitals impacted

Strategic objectives impacted

Labour unions | Quality of relationship: We have a very strong relationship with this stakeholder based on mutual trust and respect

Stakeholders include recognised labour unions that represent employees’ interests and participate in collective bargaining and workplace forums.

Engagement purpose

We aim to ensure constructive dialogue, fair labour practices, minimise labour unrest risks and maintain workplace stability through transparent engagement, formal structures and collaborative problem solving.

How we engage

We formally engage with unions that have recognition agreements and uphold their collective bargaining rights. We maintain positive employee relations through ongoing monthly engagements at BUs and quarterly engagements at an employer level (Exxaro Coal and Exxaro Coal Mpumalanga) and with Exxaro Resources Limited. These engagements are supported by issue-driven union and management discussions, including engagements on interim and annual results.

Stakeholder expectations and issues

Unions expect Exxaro to finalise issues that emanated from 2024 wage negotiations.

Our response
  • We strive to proactively communicate updates on business or financial performance, social impact and people initiatives as they become available
  • We provided an opportunity for our CEO to engage with national trade union leadership on issues pertaining to the business and our relationship

Detailed disclosure:

Relevant material themes

Capitals impacted

Strategic objectives impacted

Communities | Quality of relationship: Our established relationship with this stakeholder can be improved

Communities include those living in and around our operations who are affected by Exxaro’s activities and rely on us for social, economic and developmental opportunities.

Engagement purpose

We engender trust and strengthen our social licence to operate by sharing our strategy and purpose, responding to community needs, practising open communication, supporting economic upliftment and creating opportunities to co-create solutions.

How we engage

Primarily through stakeholder engagement forums and sessions with ecosystem partners.

Stakeholder expectations and issues

Ongoing issues include a lack of skills, limited access to procurement, funding and employment opportunities, and infrastructure development challenges.

 

Detailed disclosure:

Our response
  • Exxaro’s proactive and consistent community engagements are ongoing, with their effectiveness demonstrated during community protests in eMalahleni and targeted action at Matla mine. Both incidents were successfully managed with minimal disruption to production, reflecting the organisation’s strategic community relations
  • Delivering SLPs, which detail our commitments to skills development programmes and infrastructure development, including the resuscitation of boreholes in Leeuwpan, the Marapong sport, arts and culture precinct in Lephalale, and substation and roads projects in Matla and Belfast
  • Leveraging Exxaro’s land resources to create sustainable socio-economic value through concessional land leases for agriculture and land donations
  • Planning future SLPs in accordance with social impact principles and impact areas, in consultation with communities and government
  • Providing and allocating funding to community development initiatives, socio-economic development, local ESD initiatives, charitable organisations and youth upskilling
  • Holding the board’s annual stakeholder days in Lephalale in November 2025, featuring high-level engagement with the DMPR regional manager, Limpopo premier Dr Phophi Ramathuba and the members of the executive council for education, health, and sport, arts and culture. While government leadership provided largely positive feedback regarding Exxaro’s performance, community representatives raised ongoing concerns regarding procurement and employment opportunities

Relevant material themes

Capitals impacted

Strategic objectives impacted

Customers | Quality of relationship: Our good relationship with this stakeholder has room for improvement

Stakeholders include domestic and offshore customers in Europe, Asia and other markets. Eskom is our largest customer, making up 71% of our coal sales (per product tonnes) (2024: 72%).

Engagement purpose

We engage with customers to understand their requirements and collaborate on environmental priorities, market trends, future opportunities and performance improvements.

How we engage

Through outbound marketing, email correspondence and meetings at different customer organisation levels. This is complemented by participation in marketing and industry conferences.

Stakeholder expectations and issues

Customers expect high-quality, reliable product supply and responsive service, supported by clear communication. They are also interested in how we address societal challenges, uplift our communities, minimise our environmental impact, build climate resilience and address climate change issues.

Our response
  • Increasing engagement with customers about their challenges
  • Facilitating strategic discussions to strengthen relationships in the longer term
  • Signing the Matla CSA with Eskom post-year end, reinforcing our strategic partnership

Detailed disclosure:

Relevant material themes

Capitals impacted

Strategic objectives impacted

Suppliers | Quality of relationship: We have a good relationship with these stakeholders, with room for improvement

Stakeholders include partners who render services and supply goods to execute strategic, transformational, ESG, security of supply and localisation of supply objectives at our operations.

Engagement purpose

We aim to build strategic, resilient relationships, promote local participation, support supplier development, and advance transformation and local economic development commitments.

How we engage

Through interaction via our vendor services helpdesk and direct, proactive engagements that focus on category management, capital sourcing and contract lifecycle.

Stakeholder expectations and issues

Suppliers seek long-term, sustainable relationships supported by active contract management, timely communication and collaboration to create shared value. They also expect increased local procurement and employment opportunities, and visible, meaningful demonstration of good corporate citizenship.

Our response
  • Engaging regularly with strategic suppliers as part of our supplier relationship management programme to address key issues such as cost savings, diversity and transformation (black ownership and participation), supply security, risk management, and decarbonisation strategies
  • Communicating our local procurement strategy and progress at regular BU stakeholder engagement forums and educating local suppliers about accessing business and funding opportunities
  • Securing local economic development commitments from our suppliers
  • Setting annual progressive targets, going beyond compliance with regulatory requirements, for preferential, local and green procurement
  • Hosted a CEO Supplier EthiXX Day, reinforcing ethical conduct and transparency

Detailed disclosure:

Relevant material themes

Capitals impacted

Strategic objectives impacted