EXXARO RESOURCES LIMITED - Voluntary Announcement: Acquisition of majority stakes in two fully operational solar & wind renewable energy assets

Voluntary Announcement: Acquisition of majority stakes in two fully operational solar & wind renewable energy assets

EXXARO RESOURCES LIMITED
Incorporated in the Republic of South Africa
(Registration Number: 2000/011076/06)
JSE share code: EXX
ISIN code: ZAE000084992
ADR code: EXXAY
Bond Issuer code: EXXI
(Exxaro or the Company)

VOLUNTARY ANNOUNCEMENT ON THE ACQUISITION OF MAJORITY STAKES IN TWO
FULLY OPERATIONAL SOLAR AND WIND RENEWABLE ENERGY ASSETS AND
ASSOCIATED OPERATION AND MAINTENANCE COMPANY

1. Introduction

   Shareholders are advised that Cennergi Holdings Proprietary Limited ("Cennergi"), a wholly
   owned subsidiary of Exxaro, has entered into binding agreements with ACCIONA Energía
   ("Acciona") to acquire Acciona's majority stakes in two operational renewable energy assets,
   generating a combined gross 213 MW of energy, as well as the company responsible for the
   operations and maintenance ("O&M") of both assets ("Target Assets"), for a purchase price that
   will range between R1.7 billion to R1.8 billion, which will be funded through Exxaro's available
   cash reserves and undrawn facilities (collectively the "Transaction").

       The Target Assets to be acquired from Acciona are:
   •   100% of the issued share capital of Acciona Energy South Africa Proprietary Limited
       ("AESA"), the holding company which owns majority stakes in two renewable energy
       assets, namely,
           o 138 MW Gouda Wind Farm ("Gouda") near Drakenstein in the Western Cape; and
           o 75MW Sishen Solar Photovoltaic Farm ("Sishen") near Sishen in the Northern
               Cape.
           o Gouda and Sishen are 54.9% held by AESA, 25.1% by Celanex (Pty) Ltd (a
               subsidiary of Royal Bafokeng Holdings), 10% by Soul City Broad-Based
               Empowerment Company (Pty) Ltd ("Soul City") and 10% by local community trusts.
           o Both projects were procured under Bid Window 2 of South Africa's Renewable
               Energy Independent Power Producer Procurement Programme and sell electricity
               to Eskom under 20-year take-or-pay Power Purchase Agreements ("PPAs"), which
               are guaranteed by National Treasury. The PPAs run until 2034 (Sishen) and 2035
               (Gouda), respectively
   •   Acciona's 80% stake in Acciona Energy South Africa O&M (Pty) Ltd ("O&M Company"), the
       company responsible for the O&M of both assets. The other 20% of the O&M Company is
       owned by Soul City.

2. Transaction rationale

   •   The Transaction marks yet another milestone as we continue to accelerate the execution
       of Exxaro's Sustainable Growth and Impact Strategy, strengthening its position as a
       diversified natural resources champion with a strong coal base, a growing energy solutions
       business and acquisitive growth ambitions in energy transition metals.
   •   It increases Cennergi's net operating capacity by 117 MW, from 200 MW to approximately
       317 MW, representing a material expansion of its operational base. When combined with
       180 MW of projects currently under construction, Cennergi's total net capacity in operation
       and under construction will reach approximately 497 MW at closing; and
   •   It enhances stable, predictable and derisked earnings through treasury backed inflation-
       linked, long-term PPAs with Eskom, strengthening the depth of Exxaro's diversified and
       stable earnings base. Furthermore, the Transaction unlocks operational synergies across
       O&M, driving operational efficiency and improving portfolio returns.
3. Purchase consideration

   The purchase price payable by Cennergi to Acciona in respect of the Transaction is expected
   to range between ZAR 1.7 billion and ZAR 1.8 billion, depending on the timing of the
   Transaction closing ("Purchase Consideration"). The Purchase Consideration is subject to
   customary adjustments for interest escalation and leakage amounts and will be discharged in
   cash through Exxaro's existing cash reserves and undrawn bank facilities.

4. Closing date of the Transaction

   The closing date of the Transaction will be the date of transfer of ownership to Cennergi, which
   is anticipated to occur in the first half of 2026 ("Closing Date") subject to customary approvals
   for transactions of this nature, which include approvals from the Competition Commission, the
   South African Reserve Bank, and the Department of Energy and Electricity amongst others.

5. Categorisation

   The Transaction is not notifiable from a categorisation perspective in terms of the JSE Limited
   Listings Requirements nor is it a related party transaction and accordingly, this announcement
   is made on a voluntary basis.


M NANA
GROUP COMPANY SECRETARY

Enquiries:
Anda Mwanda
Investor Relations
Tel: + 27 12 307 6000
Mobile: +27 76 225 0742
Email: anda.mwanda@exxaro.com

Johannesburg
27 November 2025

 Advisors

 Financial advisor:                                       Legal advisor:
 The Standard Bank of South Africa Limited                Covington & Burling LLP


 Lead Equity and Debt Sponsor                             Joint Equity Sponsor
 Absa Corporate and Investment Bank, a                    Tamela Holdings Proprietary Limited
 division of Absa Bank Limited

Date: 27-11-2025 09:00:00
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