Form of Proxy

For completion by certificated shareholders and shareholders who have elected “own-name” registration who are unable to attend the general meeting of the company to be held at 10:00 on Tuesday, 6 March 2007 at the Corporate Office Roger Dyason Road, Pretoria West.

Shareholders who have dematerialised their Exxaro shares, other than those shareholders who have dematerialised their Exxaro shares with “own name” registration, and who wish to attend the general meeting either in person or by proxy must advise their CSDP or broker of their intention to attend the general meeting in person or to send a proxy to represent them and request their CSDP or broker to issue them or their proxy with the necessary authorisation to attend the general meeting. Such shareholders must not complete this form of proxy. If such shareholders do not wish to attend the general meeting either in person or by proxy, they must instruct their CSDP or broker as to how they wish to vote.

I/We

(Names in full. Please print.)

(address)

being the holder/s of

ordinary share/s in the company, hereby appoint :

or failing him/her,

3. the chairman of the general meeting,

as my/our proxy to attend, speak, and to vote or abstain from voting on my/our behalf, as indicated below, at the
general meeting or any adjournment thereof.

Number of votes (one vote per ordinary share)

	For	Against	Abstain
Ordinary resolution number 1 Approval of interest in Black Mountain Mining
Ordinary resolution number 2 Approval of acquisition of Namakwa Sands
Ordinary resolution number 3 Approval of authorisation of directors to take all necessary steps to implement the ordinary resolutions

Signed at	on	2007
Signature
Assisted by me (where applicable)


Notes:
1.	A shareholder entitled to attend and vote at the general meeting is entitled to appoint one or more proxies to attend, speak and vote in his/her stead. A proxy need not be a shareholder of the company.
2.	Every shareholder present in person or by proxy and entitled to vote at the general meeting of the company shall, on a show of hands, have one vote only, irrespective of the number of shares such shareholder holds. In the event of a poll, every shareholder shall be entitled to that proportion of the total votes in the company which the aggregate amount of the nominal value of the shares held by such shareholder bears to the aggregate amount of the nominal value of all the shares issued by the company.
Instructions on signing and lodging this form of proxy:
1.	A certificated or “own name” dematerialised shareholder may insert the name of a proxy or the names of two alternative proxies of the certificated or “own name” dematerialised shareholder’s choice in the space/s provided overleaf, with or without deleting “the chairman of the general meeting”, but any such deletion must be initialled by the certificated or “own name” dematerialised shareholder. Should this space be left blank, the proxy will be exercised by the chairman of the general meeting. The person whose name appears first on this form of proxy and who is present at the general meeting will be entitled to act as proxy to the exclusion of those whose names follow.
2.	A certificated or “own name” dematerialised shareholder‘s voting instructions to the proxy must be indicated by the insertion of an “X”, or, the number of votes exercisable by that certificated or “own name” dematerialised shareholder in the appropriate spaces provided overleaf. Failure to do so will be deemed to authorise the proxy to vote or to abstain from voting at the general meeting, as he/she thinks fit in respect of all the certificated or “own name” dematerialised shareholder’s exercisable votes. A certificated or “own name” dematerialised shareholder or his/her proxy is not obliged to use all the votes exercisable by him/her or by his/her proxy, but the total number of votes cast, or those in respect of which abstention is recorded, may not exceed the total number of votes exercisable by the certificated or “own name” dematerialised shareholder or by his/her proxy.
3.	To be valid the completed forms of proxy must be received at the office of the transfer secretaries, Computershare Investor Services 2004 (Proprietary) Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) by no later than 10:00 on Friday, 2 March 2007.
4.	This form of proxy shall be valid at any resumption of an adjourned meeting to which it relates, unless the contrary is stated hereon.
5.	This form of proxy shall not be used at the resumption of an adjourned meeting if it could not have been used at the general meeting from which it was adjourned for any reason other than that it was not lodged timeously for the general meeting from which the adjournment took place.
6.	This form of proxy shall not be valid after the expiry of two months after the date when it was signed.
7.	A minor must be assisted by his/her parent or guardian unless the relevant documents establishing his/her legal capacity are produced or have been previously recorded by the transfer secretaries.
8.	Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity (e.g. for a company, close corporation, trust, pension fund, deceased estate etc.) must be attached to this form of proxy unless previously recorded by the transfer secretaries or waived by the chairman of the general meeting.
9.	Where this form of proxy is signed under power of attorney, such power of attorney must accompany this form of proxy, unless it has been previously recorded by the transfer secretaries or waived by the chairman of the general meeting.
10.	The completion and lodging of this form of proxy will not preclude the relevant certificated or “own name” dematerialised shareholder from attending the general meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof, should such certificated or “own name” dematerialised shareholder wish to do so.
11.	The completion of any blank spaces overleaf need not be initialled. Any alterations or corrections to this form of proxy must be initialled by the signatory/ies.
12.	The chairman of the general meeting may accept any form of proxy which is completed, other than in accordance with these instructions and notes, provided that the chairman of the general meeting is satisfied as to the manner in which a certificated or “own name” dematerialised shareholder wishes to vote.