WHITEHAVEN COAL LIMITED — Director's Dealing 2017

Nov 5, 2017

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	6 September 2017

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 and Emilu Pty Ltd as trustee for the PYC Family Trust
Date of change	2 November 2017
No. of securities held prior to change	Ordinary Shares Direct: 857,599 Indirect: 383,792 Vested Securities 142,466 Performance Share Rights (subject to a service condition until August 2018) Unvested Securities 1,896,206 Performance Share Rights 1,822,081 Performance Options

• See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Class Performance Share Rights and Performance Options Number acquired 2017 Deferred Short Term Incentive 135,780 Performance Share Rights vesting and exercisable in 2018 135,779 Performance Share Rights vesting and exercisable in 2019 2017 Long Term Incentive 177,964 Performance Share Rights vesting and exercisable in 2020 59,321 Performance Share Rights vesting and exercisable in 2021 589,762 Performance Options vesting and exercisable in 2020 196,587 Performance Options vesting and exercisable in 2021 Number disposed ‐ Value/Consideration Note: If consideration is non-cash, provide details and estimated Nil valuation No. of securities held after change Ordinary Shares Direct: 857,599 Indirect: 383,792 Vested Securities 142,466 Performance Share Rights (subject to a service condition until August 2018) Unvested Securities 2,405,050 Performance Share Rights 2,608,430 Performance Options

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

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

	Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	508,844 Performance Share Rights and 786,349 Performance Options granted to Mr Flynn under his Short Term and Long Term Incentive arrangements. The allocation of Performance Share Rights and Performance Options for Mr Flynn’s Long Term Incentive was approved by shareholders at the Company’s AGM on 25 October 2017.

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.

01/01/2011 Appendix 3Y Page 3