WHITEHAVEN COAL LIMITED — Major Shareholding Notification 2019

Dec 9, 2019

Corporations Act 2001 Section 671B

Form 604

Notice of change of interests of substantial holder

To Company Name/Scheme Whitehaven Coal Limited Level 28, 259 George Street Sydney NSW 2000

ACN/ARSN

ACN 124 425 396

1. Details of substantial holder (1)

Name

ACN/ARSN (if applicable)

Lazard Asset Management Pacific Co ACN 064 523 619

There was a change in the interests of the 1. substantial holder on 06/12/2019 The previous notice was given to the company on 08/10/2019 The previous notice was dated 08/10/2019

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice	Previous notice	Present notice	Present notice
	Person’s votes	Voting power (5)	Person’s votes	Voting power (5)
Ordinary	101,936,812	9.94%	112,372,663	10.95%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person’s votes affected
See Annexure B

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person’s votes
See Annexure C

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
See Annexure A	Related bodies corporate

6. Addresses

The addresses of persons named in this form are as follows:

	Name	Name	Address
	Lazard Asset Management Pacific Co and its associates listed in Annexure A		Level 39, Gateway 1 Macquarie Place SYDNEY NSW 2000
Signature print name sign here
		date 10 December 2019

DIRECTIONS

(1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

• (2) See the definition of ‘associate’ in section 9 of the Corporations Act 2001.

• (3) See the definition of ‘relevant interest’ in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (6) Include details of:

• (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of ‘relevant agreement’ in section 9 of the Corporations Act 2001.

(7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

• (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write ‘unknown’.

• (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

Annexure ‘A’

This is Annexure A of 1 page referred to in Form 604 Notice of change of interests of substantial holder signed by me and dated 10 December 2019.

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Apnavi Saddington Company Secretary

10 December 2019 Dated

Associates of Lazard Asset Management Pacific Co. ACN 064 523 619

Lazard Ltd Lazard Group LLC Lazard Frères & Co LLC Lazard Asset Management LLC Lazard Brothers & Co., Ltd. Lazard Asset Management (Canada), Inc. Lazard Pension Management, Inc Lazard Asset Management Limited, London Lazard Japan Asset Management KK Deutsche Lazard Asset Management Holding GmbH Lazard Asset Management (Deutschland) GmbH Lazard Funds Marketing GmbH, Frankfurt Lazard Alternatives LLC Lazard Investment Funds Limited, Dublin Lazard Fund Managers (Ireland) Limited Lazard Fund Managers Limited, London Lazard Debt Recovery Management LLC LAMP Administration Pty Ltd Lazard Pty Ltd Lazard Asset Management (Hong Kong) Limited Lazard Korea Asset Management Co. Ltd Lazard Asset Management Securities LLC Lazard Asset Management (Singapore) Pte Ltd Lazard Asset Management Schweiz AG Lazard Gulf Limited

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Annexure ‘B’

This is Annexure B of 2 pages referred to in Form 604, Notice of change of interests of substantial holder, signed by me and dated 10 December 2019.

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Apnavi Saddington Company Secretary

10 December 2019 Dated

Lazard Asset Management Pacific Co ACN: 064 523 619

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Form 604

Annexure B - Changes in relevant interests

Date of change	Person whose relevent interest changed	Nature of change	Consideration given in relation to change AUD	Class and number of securities affected (All ordinary securities)	Person's votes affected
4/10/2019	Lazard Asset Management Pacific Co and its associates listed in Annexure A	Buy	$2,611,578.68	842,340	842,340
25/10/2019	Lazard Asset Management Pacific Co and its associates listed in Annexure A	Buy	$645,564.31	189,776	189,776
29/10/2019	Lazard Asset Management Pacific Co and its associates listed in Annexure A	Buy	$71,364.06	20,735	20,735
29/10/2019	Lazard Asset Management Pacific Co and its associates listed in Annexure A	Sell	$797,345.22	233,083	233,083
14/11/2019	Lazard Asset Management Pacific Co and its associates listed in Annexure A	Sell	$1,962,718.26	617,207	617,207
18/11/2019	Lazard Asset Management Pacific Co and its associates listed in Annexure A	Buy	$777,445.20	247,372	247,372
21/11/2019	Lazard Asset Management Pacific Co and its associates listed in Annexure A	Buy	$27,295,085.02	8,920,556	8,920,556
22/11/2019	Lazard Asset Management Pacific Co and its associates listed in Annexure A	Sell	$1,764,006.26	574,196	574,196
25/11/2019	Lazard Asset Management Pacific Co and its associates listed in Annexure A	Sell	$693,965.71	224,954	224,954
26/11/2019	Lazard Asset Management Pacific Co and its associates listed in Annexure A	Sell	$1,306,790.23	414,004	414,004
5/12/2019	Lazard Asset Management Pacific Co and its associates listed in Annexure A	Buy	$244,598.98	90,489	90,489
6/12/2019	Lazard Asset Management Pacific Co and its associates listed in Annexure A	Buy	$5,760,755.12	2,188,027	2,188,027

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Annexure ‘C’

This is Annexure C of 2 pages referred to in Form 604, Notice of change of interests of substantial holder, signed by me and dated 10 December 2019.

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Apnavi Saddington Company Secretary

10 December 2019 Dated

Lazard Asset Management Pacific Co ACN: 064 523 619

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Form 604

Annexure C - Present Relevant Interests

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
Lazard Asset Management Pacific Co and each of its associates listed in Annexure A	The Bank of New York Mellon	The Current Registered Holder	Registered holder & taken to have a relevant interest under section 608 (1)	Ordinary – 33,937,687	Ordinary – 33,937,687
Lazard Asset Management Pacific Co and each of its associates listed in Annexure A	Citibank	The Current Registered Holder	Registered holder & taken to have a relevant interest under section 608 (1)	Ordinary – 9,672,935	Ordinary – 9,672,935
Lazard Asset Management Pacific Co and each of its associates listed in Annexure A	Northern Trust	The Current Registered Holder	Registered holder & taken to have a relevant interest under section 608 (1)	Ordinary – 4,209,623	Ordinary – 4,209,623
Lazard Asset Management Pacific Co and each of its associates listed in Annexure A	State Street	The Current Registered Holder	Registered holder & taken to have a relevant interest under section 608 (1)	Ordinary – 3,167,867	Ordinary – 3,167,867
Lazard Asset Management Pacific Co and each of its associates listed in Annexure A	BNP Paribas Ltd	The Current Registered Holder	Registered holder & taken to have a relevant interest under section 608 (1)	Ordinary – 662,225	Ordinary – 662,225
Lazard Asset Management Pacific Co and each of its associates listed in Annexure A	Citibank	The Current Registered Holder	Registered holder & taken to have a relevant interest under section 608 (1)	Ordinary – 2,502,527	Ordinary – 2,502,527
Lazard Asset Management Pacific Co and each of its associates listed in Annexure A	State Street	The Current Registered Holder	Registered holder & taken to have a relevant interest under section 608 (1)	Ordinary – 56,486	Ordinary – 56,486
Lazard Asset Management Pacific Co and each of its associates listed in Annexure A	State Street	The Current Registered Holder	Registered holder & taken to have a relevant interest under section 608 (1)	Ordinary – 920,978	Ordinary – 920,978
Lazard Asset Management Pacific Co and each of its associates listed in Annexure A	State Street	The Current Registered Holder	Registered holder & taken to have a relevant interest under section 608 (1)	Ordinary – 3,933,795	Ordinary – 3,933,795
Lazard Asset Management Pacific Co and each of its associates listed in Annexure A	State Street	The Current Registered Holder	Registered holder & taken to have a relevant interest under section 608 (1)	Ordinary – 134,820	Ordinary – 134,820
Lazard Asset Management Pacific Co and each of its associates listed in Annexure A	State Street	The Current Registered Holder	Registered holder & taken to have a relevant interest under section 608 (1)	Ordinary – 26,956	Ordinary – 26,956
Lazard Asset Management Pacific Co and each of its associates listed in Annexure A	JP Morgan Chase Ltd	The Current Registered Holder	Registered holder & taken to have a relevant interest under section 608 (1)	Ordinary – 13,064,965	Ordinary – 13,064,965
Lazard Asset Management Pacific Co and each of its associates listed in Annexure A	JP Morgan Chase Ltd	The Current Registered Holder	Registered holder & taken to have a relevant interest under section 608 (1)	Ordinary – 3,691,639	Ordinary – 3,691,639
Lazard Asset Management Pacific Co and each of its associates listed in Annexure A	JP Morgan Chase Ltd	The Current Registered Holder	Registered holder & taken to have a relevant interest under section 608 (1)	Ordinary – 13,730,341	Ordinary – 13,730,341
Lazard Asset Management Pacific Co and each of its associates listed in Annexure A	BNP Paribas Ltd	The Current Registered Holder	Registered holder & taken to have a relevant interest under section 608 (1)	Ordinary – 12,551,572	Ordinary – 12,551,572
Lazard Asset Management Pacific Co and each of its associates listed in Annexure A	State Street	The Current Registered Holder	Registered holder & taken to have a relevant interest under section 608 (1)	Ordinary – 311,147	Ordinary – 311,147
Lazard Asset Management Pacific Co and each of its associates listed in Annexure A	State Street	The Current Registered Holder	Registered holder & taken to have a relevant interest under section 608 (1)	Ordinary – 6,565,580	Ordinary – 6,565,580
Lazard Asset Management Pacific Co and each of its associates listed in Annexure A	State Street	The Current Registered Holder	Registered holder & taken to have a relevant interest under section 608 (1)	Ordinary – 3,218,066	Ordinary – 3,218,066
Lazard Asset Management Pacific Co and each of its associates listed in Annexure A	Northern Trust	The Current Registered Holder	Registered holder & taken to have a relevant interest under section 608 (1)	Ordinary – 13,454	Ordinary – 13,454

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