Directors’ responsibility for financial reporting

for the year ended 31 December 2008

The directors are responsible for maintaining adequate accounting records, the preparation of the annual financial statements of Kumba Iron Ore Limited and the group and for developing and maintaining a sound system of internal control to safeguard shareholders’ investments and the group’s assets. In presenting the accompanying annual financial statements, International Financial Reporting Standards have been followed, applicable accounting policies have been used and prudent judgements and estimates have been made.

In order for the directors to discharge their responsibilities, management has developed and continues to maintain systems of internal control aimed at reducing the risk of error or loss in a cost-effective manner. Such systems can provide reasonable but not absolute assurance against material misstatement or loss. The directors, primarily through the audit committee, which consists of non-executive directors, meet periodically with the external and internal auditors as well as the executive management to evaluate matters concerning accounting policies, internal control, auditing and financial reporting. The group’s internal auditors independently evaluate the internal controls and coordinate their audit coverage with the external auditors. The external auditors are responsible for reporting on the financial statements. The external and internal auditors have unrestricted access to all records, property and personnel as well as to the audit committee.

The directors are not aware of any material breakdown in the functioning of these controls and systems during the year under review. The directors are of the opinion, based on the information and explanations given by management and the internal auditors, that the internal accounting controls are adequate, so that the financial records may be relied on for preparing the annual financial statements and maintaining accountability for assets and liabilities.

The external auditors have audited the annual financial statements of the company and the group and their unmodified report appears on the Independant auditor's report .

Against the background, set out above, the directors of the company accept responsibility for the group annual financial statements and the Kumba Iron Ore Limited company annual financial statements , which were approved by the board of directors on 13 February 2009 and are subject to the approval by the shareholders at the annual general meeting on 20 March 2009. The group and company annual financial statements are signed on the directors’ behalf by:

PL Zim
Chairman

CI Griffith
Chief executive officer

VP Uren
Chief financial officer

13 February 2009

Certificate of the company secretary

In terms of the Companies Act 61 of 1973 of South Africa, as amended, I, VF Malie, in my capacity as company secretary, confirm that, for the year ended 31 December 2008, Kumba Iron Ore Limited has lodged with the Registrar of Companies all such returns as are required of a public company in terms of this act and that all such returns are true, correct and up to date.

VF Malie
Company secretary

13 February 2009