WHITEHAVEN COAL LIMITED — Director's Dealing 2019

Sep 4, 2019

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	26 November 2018

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 & 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 PYC Family Trust and as trustee for The Pirata Superfund
Date of change	29 August 2019 and 2 September 2019
No. of securities held prior to change	Ordinary Shares Direct: 357,599 Indirect: 1,096,728 Vested Securities 231,488 Performance Share Rights 164,465 Performance Share Rights subject to a service condition until August 2019 Unvested Securities 1,667,871 Performance Share Rights 2,608,430 Performance Options comprising:  1,822,081 Performance Options

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

Appendix 3Y Change of Director’s Interest Notice

	with an exercise price of $1.07  786,349 Performance Options with an exercise price of $2.71
Class	Ordinary shares, Performance Share Rights and Performance Share Options
Number acquired	793,708 shares comprising:  489,555 shares received on vesting and exercise of Performance Share Rights (including 16,718 shares received in accordance with the Performance Rights Adjustment approved at the Company’s 2017 AGM)  304,153 shares received on vesting and exercise of Performance Share Options
Number disposed	752,283 Performance Share Rights comprising:  472,837 exercised and converted to shares  279,446 lapsed 1,366,561 Performance Share Options comprising:  151,368 cash settled  304,153 exercised and converted to shares  911,040 lapsed
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$325,444 ($1.07 exercise price on 304,153 Performance Share Options)

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

Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change

Ordinary Shares Direct: 357,599 Indirect: 1,890,436 (including 793,708 shares transferred from direct to indirect holding on 2 September 2019) Vested Securities 562,867 Performance Share Rights Unvested Securities 748,674 Performance Share Rights 1,241,869 Performance Options comprising:  455,520 Performance Options with an exercise price of $1.07  786,349 Performance Options with an exercise price of $2.71

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

Vesting and exercise of Performance Share Rights and Performance Options

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

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

Appendix 3Y Change of Director’s Interest Notice

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