WHITEHAVEN COAL LIMITED — Director's Dealing 2017

Apr 2, 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	9 September 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 and Emilu Pty Ltd as trustee for the PYC Family Trust
Date of change	30 March 2017
No. of securities held prior to change Indirect Holdings Emilu Pty Ltd as trustee for the Pirata Super Fund and Emilu Pty Ltd as trustee for the PYC Family Trust Direct Holdings	383,792 Ordinary Shares Vested Securities 166,596 Performance Share Rights expiring in August 2025

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

Appendix 3Y Change of Director’s Interest Notice

Unvested Securities 2015 STI 97,311 Performance Share Rights vesting and exercisable in 2017 2013 LTI 295,454 Performance Share Rights vesting in 2017 2014 LTI 712,329 Performance Share Rights vesting in 2017 and 2018 2015 LTI 1,027,907 Performance Share Rights vesting and exercisable in 2018 and 2019

Class

Performance Share Rights and Performance Options under the Whitehaven Coal Limited Equity Incentive Plan (thePlan). Subject to satisfaction of certain performance hurdles, the payment of the applicable exercise price (in the case of a Performance Option), and the other rules of the Plan, each Performance Share Right and Performance Option carries the right to acquire one ordinary share in Whitehaven Coal Limited.

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

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Number acquired	2016 STI 95,709 Performance Share Rights vesting and exercisable in 2017 95,708 Performance Share Rights vesting and exercisable in 2018 2016 LTI 279,447 Performance Share Rights vesting and exercisable in 2019 279,446 Performance Share Rights vesting and exercisable in 2020 911,041 Performance Options vesting and exercisable in 2019 911,040 Performance Options vesting and exercisable in 2020
Number disposed	-
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil
No. of securities held after change Indirect Holdings Emilu Pty Ltd as trustee for the Pirata Super Fund and Emilu Pty Ltd as trustee for the PYC Family Trust Direct Holdings	383,792 Ordinary Shares Vested Securities 166,596 Performance Share Rights expiring in August 2025 Unvested Securities 2015 STI 97,311 Performance Share Rights vesting and exercisable in 2017 2016 STI 191,417 Performance Share Rights vesting and exercisable in 2017 and 2018

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

Appendix 3Y Change of Director’s Interest Notice

2013 LTI 295,454 Performance Share Rights vesting in 2017 2014 LTI 712,329 Performance Share Rights vesting in 2017 and 2018 2015 LTI 1,027,907 Performance Share Rights vesting and exercisable in 2018 and 2019 2016 LTI 279,447 Performance Share Rights vesting and exercisable in 2019 279,446 Performance Share Rights vesting and exercisable in 2020 911,041 Performance Options vesting and exercisable in 2019 911,040 Performance Options vesting and exercisable in 2020

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

750,310 Performance Share Rights and 1,822,081 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 27 October 2016.

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

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

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

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 5