CHAPTER 17: SUBSIDIARIES

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1 SUBSIDIARIES

2 CHAPTER 7: SUBSIDIARIES 7. ACCOUNTING POLICIES RELATING TO SUBSIDIARIES 7.. INTEREST AND DIVIDEND INCOME Interest is recognised on the time proportion basis, taking into account the principal amount outstanding and the effective rate over the period to maturity, when it is determined that such income will accrue to the company. Dividends receivable are recognised when the right to receive payment is established. 7.. SUBSIDIARIES The results of subsidiaries are included for the duration of the period in which the group exercises control over the subsidiary. All intercompany transactions and resultant profits or losses between group companies are eliminated on consolidation. Where necessary, accounting policies for subsidiaries are changed to ensure consistency with the policies adopted by the group. If it is not practical to change the policies, the appropriate adjustments are made on consolidation to ensure consistency within the group. The results of special purpose entities that, in substance, are controlled by the group, are consolidated. The company carries its investments in subsidiaries at cost, including transaction costs and initial fair value of contingent consideration arising on acquisition date, less accumulated impairment losses. Subsequent fair value remeasurements of the contingent consideration are recognised in profit or loss. Business combinations are accounted for using the acquisition method as at the acquisition date, ie when control is transferred to Exxaro. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. In assessing control, Exxaro takes into consideration potential voting rights that are currently exercisable. The group also assesses existence of control where it does not have more than 50% of the voting power, but is able to govern the financial and operating policies by virtue of de facto control. De facto control may arise in circumstances where the size of the group s voting rights relative to the size and dispersion of holdings of other shareholders give the group the power to govern the financial and operating activities Changes in ownership interest in subsidiaries without change in control Transactions with non-controlling interests that do not result in loss of control are accounted for as equity transactions that is, as transactions with the owners in their capacity as owners. The difference between fair value of any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on the acquisition of non-controlling interests are also recorded in equity Disposal of subsidiaries When the group ceases to have control any retained interest in the entity is remeasured to its fair value at the date when control is lost, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequent accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the group had directly disposed of the related assets and liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss Foreign operations The results and financial position of all the group entities (none of which have the currency of a hyper-inflationary economy at or for the year ended 3 December and ) that have a functional currency different from the presentation currency are translated into the presentation currency as follows: Assets and liabilities at rates of exchange ruling at the reporting date Equity items are translated at historical rates Income, expenditure and cash flow items at weighted average rates Goodwill and fair value adjustments arising on acquisition at rates of exchange ruling at the reporting date. Exchange differences on translation are accounted for in other comprehensive income. These differences will be recognised in earnings upon realisation of the underlying operation. On consolidation, exchange differences arising from the translation of the net investment in foreign operations (ie the reporting entity s interest in the net assets of that operation), and of borrowing and other currency instruments designated as hedges of such instruments, are taken to other comprehensive income. When a foreign operation is sold, exchange differences that were recorded in other comprehensive income are recognised in profit or loss as part of the gain or loss on disposal. 4 EXXARO group and company annual financial statements

3 Chapter 7. INCOME FROM INVESTMENTS IN SUBSIDIARIES For the year ended 3 December Company Unlisted shares Dividends Net finance income Interest expense on financial liabilities measured at amortised cost (459) ( 63) Interest income on impaired loans and receivables 4 4 Interest income on unimpaired loans and receivables Per statement of comprehensive income Comprises a dividend declared and paid by Exxaro Coal Proprietary Limited to Exxaro Resources Limited. Interest was calculated on the balances of the intercompany loans INVESTMENTS IN SUBSIDIARIES Company 7 At 3 December Shares at cost less impairment losses Non-current portion Total indebtedness 7.5 ( 3) ( 898) By subsidiaries Current Non-current To subsidiaries (current) (8 359) (8 8) Total current portion Included in trade and other receivables 7..3 ( 7) ( 094) Included in trade and other payables Per statement of financial position includes an impairment reversal of R94 million relating to ECC and an impairment charge of R78 million relating to Exxaro FerroAlloys Proprietary Limited. The indebtedness by subsidiaries are stated after impairments of R94 million and R 04 million on the current and non-current loans of ECC respectively. Includes R479 million (: R885 million) for the current portion of the back-to-back (non-current) loans. TERMS AND CONDITIONS OF LOANS There was no indebtedness to and from subsidiaries with fixed rates of interest for either or. There are no significant restrictions on the subsidiaries to transfer funds to Exxaro in the form of cash dividends or to repay loans or advances made by Exxaro. Treasury loans The current loans included in trade and other receivables and trade and other payables consist mainly of treasury loans. The treasury loans have no repayment terms and are payable on demand. Interest is charged at money market rates on applicable loans. Back-to-back loans The non-current loans and a portion of the current loans relate to the back-to-back loans. During the terms of the loans were renegotiated due to the external group loans being refinanced. The back-to-back loans have similar terms as agreed with external lenders except for interest, which is charged based on JIBAR plus a margin. Refer note..4 for detailed terms and conditions of the refinanced loan facility. Note EXXARO group and company annual financial statements 43 9

4 CHAPTER 7: SUBSIDIARIES (CONTINUED) 7.3 INVESTMENTS IN SUBSIDIARIES (CONTINUED) TERMS AND CONDITIONS OF LOANS (CONTINUED) Back-to-back loans (continued) Below is a summary of the interest terms of the different back-to-back loans outstanding at 3 December : Loan Margin % Annual rate % Revolving credit facility 3,40,04 Bullet term loan 3,40,0 Amortised term loan 3,75,4 Bond R480 million,70 9,38 Bond R50 million,95 9,65 In, the interest on the term loan facility was paid on a six-monthly basis at 9,38% per annum. Interest was based on JIBAR plus a margin of 75 basis points. Refer note..4 for detailed terms and conditions of the term loans. Company Non-current back-to-back loans Summary of loans by financial year of redemption and onwards Total unsecured non-current loans Current portion of back-to-back loans Total back-to-back loans NOTES TO THE STATEMENTS OF CASH FLOWS RELATING TO INVESTMENTS IN SUBSIDIARIES At 3 December Group Company DECREASE/(INCREASE) IN INVESTMENT IN SUBSIDIARIES Proceeds on share buy-back of Mayoko Investment Company 30 Increase in investment in Exxaro Australia Proprietary Limited (4) Purchase consideration paid for acquisition of ECC (3 38) (3 38) ECC overdraft balances acquired (55) Total (increase)/decrease in investment in subsidiaries (3 436) 6 (3 38) INCREASE IN INDEBTEDNESS BY SUBSIDIARIES Increase in non-current indebtedness by subsidiaries ( 89) ( 05) Total increase in indebtedness by subsidiaries ( 89) ( 05) 44 EXXARO group and company annual financial statements

5 Chapter 7.5 DETAILED ANALYSIS OF INVESTMENTS IN SUBSIDIARIES Interest of company At 3 December Country of incorporation Nature of business 3 Public interest score 4 Investment in shares Indebtedness by/(to) DIRECT INVESTMENTS AlloyStream Holdings Proprietary Limited RSA H AlloyStream Proprietary Limited 5 RSA A Clipeus Investment Holdings Proprietary Limited RSA H Colonna Properties Proprietary Limited RSA B Cullinan Refractories Proprietary Limited RSA M Exxaro Australia Iron Holdings Proprietary Limited AUS H Exxaro Australia Proprietary Limited 6 AUS M & P Exxaro Base Metals and Industrial Minerals Holdings Proprietary Limited RSA H 9 9 Exxaro Chairman s Fund RSA S Exxaro Coal Botswana Holding Company Proprietary Limited BOT H 0 0 Exxaro Coal Central Proprietary Limited RSA M Exxaro Coal Proprietary Limited RSA M Exxaro Employee Empowerment Participation Scheme Trust RSA S Exxaro Employee Empowerment Trust RSA S Exxaro Environmental Rehabilitation Fund RSA S Exxaro FerroAlloys Proprietary Limited 7 RSA A 36 8 Exxaro Foundation RSA S Exxaro Holdings Congo Proprietary Limited RSA H (69) (69) Exxaro Holdings Proprietary Limited RSA H Exxaro Insurance Company Limited RSA I Exxaro Mountain Bike Academy NPC RSA E Exxaro People Development Initiative NPC RSA E Exxaro Properties (Groenkloof) Proprietary Limited 8 RSA B Exxaro Resources (Beijing) Commercial Company Limited PRC C Ferroland Grondtrust Proprietary Limited RSA F Gravelotte Iron Ore Company Proprietary Limited RSA M Kumba Resources Management Share Trust RSA S (4) (4) Mayoko Investment Company 9 MAU H Rocsi Holdings Proprietary Limited RSA H ( 0) (553) Skyprops Proprietary Limited 5 RSA H Total direct investment in subsidiaries EXXARO group and company annual financial statements 45 9

6 CHAPTER 7: SUBSIDIARIES (CONTINUED) 7.5 DETAILED ANALYSIS OF INVESTMENTS IN SUBSIDIARIES (CONTINUED) At 3 December Country of incorporation Nature of business 3 Public interest score 4 Interest of company Investment in shares Indebtedness by/(to) INDIRECT INVESTMENTS African Iron Exploration SA (85%) 9 CON P African Iron Proprietary Limited 9 AUS H AKI Exploration (Bermuda) Proprietary Limited 9 BER H AKI Exploration Proprietary Limited 9 AUS H Coastal Coal Proprietary Limited RSA M DMC Iron Congo SA 9 CON M DMC Mining Proprietary Limited 9 AUS H Dorstfontein Coal Mines Proprietary Limited (74%) RSA M 38 Eloff Mining Company Proprietary Limited (5%) RSA M 9 Exxaro Australia Iron Investments Proprietary Limited AUS H Exxaro Australia Proprietary Limited 6 AUS M & P Exxaro Base Metals China Limited HK H Exxaro Base Metals International BV NE H 4 4 Exxaro Coal Mpumalanga Proprietary Limited RSA M () Exxaro International BV NE H (6 953) (6 939) Exxaro International Trading AG SW C Exxaro Mayoko SA 9 CON G Exxaro Mineral Sands BV NE P Exxaro Reductants Proprietary Limited RSA A (94) (358) Ferrowest Shareblock (RF) Proprietary Limited 5 RSA B Forzando Coal Mines Proprietary Limited (74%) RSA M 69 Inyanda Coal Proprietary Limited RSA M Ithemba Farm Proprietary Limited RSA F Manyeka Coal Mines Proprietary Limited RSA H Masinketa Coal Mines Proprietary Limited (74%) RSA H Matla and Arnot Rehabilitation Trust RSA S Mmakau Coal Proprietary Limited (49%) 0 RSA P 5 Newcastle Coal Mines Proprietary Limited RSA M 3 Quindong Minerals Proprietary Limited AUS G The Vryheid (Natal) Railway Coal and Iron Company Proprietary Limited RSA M 4 Total Coal South Africa Nature Conservation Trust RSA S Tumelo Coal Mines Proprietary Limited (49%) RSA M 45 Total indirect investment in subsidiaries (6 46) (7 6) Total investment in subsidiaries ( 3) ( 898) At 00% holding except where otherwise indicated. RSA Republic of South Africa, AUS Australia, HK Hong Kong, MAU Mauritius, NE Netherlands, BER Bermuda, BOT Botswana, CON Republic of Congo, PRC Peoples Republic of China, SW Switzerland. 3 M Mining, B Property, C Service, E Not for profit company, F Farming, G Dormant, H Holdings, I Insurance, A Manufacturing, P Exploration, S Structured entity. 4 Public interest scores are only applicable to entities incorporated in the RSA. 5 Liquidated during. 6 Restructured during to an indirect subsidiary. 7 Impaired during. 8 Assets within this investment are classified as held-for-sale at 3 December. 9 Sold during. 0 It was concluded that the ECC group controls Mmakau Coal, even though it holds less than half of the voting rights of this subsidiary. This is because the group has provided the majority of the funding, is exposed to the downside risk and carries all the operational risk for the company. Deregistered during. It was concluded that the ECC group controls Tumelo, even though it holds less than half of the voting rights of this subsidiary. This is because the group performs the management function of this subsidiary. 46 EXXARO group and company annual financial statements

7 Chapter 7.6 NON-CONTROLLING INTERESTS SUMMARISED FINANCIAL INFORMATION The summarised financial information set out below relates to the subsidiaries with non-controlling interests that are material to the group. Dorstfontein Coal Mines Proprietary Limited Other Statements of financial position At 3 December Non-current assets 0 5 Current assets 7 3 Total assets Non-current liabilities Current liabilities 57 5 Total liabilities Net liabilities ( 78) (8) Accumulated non-controlling interests (73) (65) Statements of comprehensive income For the year 3 December Revenue 393 Operating expenses ( 30) (5) Net operating profit/(loss) 63 (5) Finance income Finance costs (90) (0) Profit/(loss) before tax 74 (3) Income tax benefit/(expense) () Profit/(loss) for the year 76 (5) Other comprehensive income Total comprehensive income/(loss) for the year 76 (5) Profit/(loss) attributable to: 76 (5) Owners of the parent 56 (7) Non-controlling interests 0 (8) Total comprehensive income/(loss) attributable to: 76 (5) Owners of the parent 56 (7) Non-controlling interests 0 (8) Statements of cash flows For the year ended 3 December Cash flows from operating activities 8 (5) Cash flows from investing activities (36) 4 Cash flows from financing activities 56 5 Net increase in cash and cash equivalents EXXARO group and company annual financial statements 47 9

8 CHAPTER 7: SUBSIDIARIES (CONTINUED) 7.6 NON-CONTROLLING INTERESTS SUMMARISED FINANCIAL INFORMATION (CONTINUED) Dorstfontein Coal Mines Proprietary Limited Other Statements of financial position At 3 December Non-current assets Current assets 3 3 Total assets Non-current liabilities Current liabilities 30 6 Total liabilities Net liabilities ( 858) () Accumulated non-controlling interests (743) (57) Statements of comprehensive income For the period 3 December Revenue 54 Operating (expenses)/income (57) Net operating profit 7 Finance income Finance costs (09) (5) Loss before tax (0) (3) Income tax expense () Loss for the period (0) (4) Other comprehensive income Total comprehensive loss for the period (0) (4) Loss attributable to: (0) (4) Owners of the parent (75) () Non-controlling interests (6) () Total comprehensive loss attributable to: (0) (4) Owners of the parent (75) () Non-controlling interests (6) () Statements of cash flows For the period ended 3 December Cash flows from operating activities 5 (9) Cash flows from investing activities (3) 4 Cash flows from financing activities 7 7 Net increase in cash and cash equivalents For the period September to 3 December. No dividends were paid during or. The principal place of business of all the subsidiaries with a non-controlling interest is in Mpumalanga, South Africa. 48 EXXARO group and company annual financial statements

,490 17, ,420 11, ,540 13, , ,330 8, ,710 10, ,050 22,200

,490 17, ,420 11, ,540 13, , ,330 8, ,710 10, ,050 22,200 88 EXXARO ANNUAL REVIEW 011 ANNEXURE 1 NON-CURRENT INTEREST-BEARING BORROWINGS LOCAL Unsecured loans Secured loans Final repayment date Rate of interest per year (payable half-yearly) Rate of interest