WHITEHAVEN COAL LIMITED — Director's Dealing 2016

Sep 8, 2016

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity	Whitehaven Coal Limited
ABN	68 124 425 396

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Paul Flynn
Date of last notice	12 April 2016

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Direct and Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Emilu Pty Ltd as trustee for the Pirata Super Fund Emilu Pty Ltd as trustee for the PYC Family Trust
Date of change	2 September 2016

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

No. of securities held prior to change Direct Holding Emilu Pty Ltd as trustee for the Pirata Super Fund Emilu Pty Ltd as trustee for the PYC Family Trust	1) 63,205 Fully Paid Ordinary Shares – held by the Whitehaven Coal Limited Equity Incentive Plan Trust until they vest upon expiry of the relevant STI award deferral period in 2016 2) 295,455 2013 LTI Performance Share Rights vesting in 2016 3) 295,454 2013 LTI Performance Share Rights vesting in 2017 4) 498,631 2014 LTI Performance Share Rights vesting in 2017 5) 213,698 2014 LTI Performance Share Rights vesting in 2018 6) 97,312 2015 STI Performance Share Rights vesting in 2016 7) 97,311 2015 STI Performance Share Rights vesting in 2017 8) 69,284 2015 STI Performance Share Rights vesting in 2017 or prior 9) 719,535 2015 LTI Performance Share Rights vesting in 2018 10) 308,372 2015 LTI Performance Share Rights vesting in 2019 214,917 Ordinary Shares 105,670 Ordinary Shares
Class	Fully Paid Ordinary Shares and Performance Share Rights
Number acquired	63,205 Ordinary Shares - released from the Whitehaven Coal Limited Equity Incentive Plan Trust following vesting of deferred STI award
Number disposed	295,455 2013 LTI Performance Share Rights vesting in 2016 – lapsed due to the performance condition not being met
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil

• See chapter 19 for defined terms. Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change Direct Holding Emilu Pty Ltd as trustee for the Pirata Super Fund Emilu Pty Ltd as trustee for the PYC Family Trust

Unvested Securities 1) 295,454 2013 LTI Performance Share Rights vesting in 2017 2) 498,631 2014 LTI Performance Share Rights vesting in 2017 3) 213,698 2014 LTI Performance Share Rights vesting in 2018 4) 97,311 2015 STI Performance Share Rights vesting in 2017 5) 719,535 2015 LTI Performance Share Rights vesting in 2018 6) 308,372 2015 LTI Performance Share Rights vesting in 2019 Vested Securities 1) 166,596 Vested 2015 STI Performance Share Rights expiring 13/08/2025 214,917 Ordinary Shares 168,875 Ordinary Shares

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

63,205 Ordinary Shares - released from the Whitehaven Coal Limited Equity Incentive Plan Trust following vesting of deferred STI award 295,455 2013 LTI Performance Share Rights vesting in 2016 – lapsed due to the performance condition not beingmet

• See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 3

Appendix 3Y Change of Director’s Interest Notice

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	n/a
Nature of interest	n/a
Name of registered holder (if issued securities)	n/a
Date of change	n/a
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	n/a
Interest acquired	n/a
Interest disposed	n/a
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	n/a
Interest after change	n/a

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	n/a
If prior written clearance was provided, on what date was this provided?	n/a

• See chapter 19 for defined terms. Appendix 3Y Page 4

01/01/2011