WHITEHAVEN COAL LIMITED — Share Issue/Capital Change 2017

Apr 2, 2017

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Whitehaven Coal Limited

ABN

68 124 425 396

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued	Performance Share Rights and Performance Options.
	2016 Short Term Incentive (STI) 1,042,571 Performance Share Rights 2016 Medium Term Incentive (MTI) 1,460,547 Performance Share Rights 2016 Long Term Incentive (LTI) 3,344,191 Performance Share Rights 5,440,707 Performance Options

• See chapter 19 for defined terms.

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• 3 Principal terms of the[+] securities 2016 STI (e.g. if options, exercise price and expiry date; if partly paid 2016 STI Performance Share Rights are subject

• +securities, the amount outstanding to the following conditions:

• and due dates for payment; if +convertible securities, the (a) the holder has a right to be issued

• conversion price and dates for conversion) Ordinary Shares on exercise of the Rights.

• (b) the exercise price is nil.

(c) vesting is subject to the holder still
being employed by the Whitehaven
Group on the release of the Company’s
FY2017 results (50%) and FY2018
results (50%).
(d) vested Rights expire on 31 August 2026.
2016 MTI
2016 MTI Performance Share Rights are subject
to the following conditions:
(a) the holder has a right to be issued
Ordinary Shares on exercise of the
Rights.
(b) the exercise price is nil.
(c) vesting is subject to the following:
i) 50% of the Rights are subject to
the Company achieving a
specified total shareholder
return over the period 1 July
2016 to 30 June 2019.
ii) 50% of the Rights are subject to
the Company achieving a
specified costs per tonne target
over the period from 1 July
2018 to 30 June 2019.
(d) vested Rights expire on 31 August 2026.
2016 LTI
Performance Share Rights

• See chapter 19 for defined terms.

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• 2016 LTI Performance Share Rights are subject to the following conditions:

• (a) the holder has a right to be issued Ordinary Shares on exercise of the Rights.

• (b) the exercise price is nil.

• (c) vesting is subject to the following:

  • i) 50% of the Rights are subject to the Company achieving a specified costs per tonne target over the period from 1 July 2018 to 30 June 2019. Half of any Rights that vest will be subject to a further one year service condition before becoming exercisable.

  • ii) 25% of the Rights are subject to the Company achieving a specified total shareholder return over the period 1 July 2016 to 30 June 2019.

  • iii) 25% of the Rights are subject to the Company achieving a specified total shareholder return over the period 1 July 2016 to 30 June 2020.

• (d) vested Rights expire on 31 August 2026.

• Performance Options

2016 LTI Performance Options are subject to the following conditions:

• (a) the holder has a right to be issued Ordinary Shares on exercise of the Options.

• (b) the exercise price is $1.21.

• (c) vesting is subject to the following:

• i) 50% of the Options are subject to the Company achieving a specified costs per tonne target over the

• See chapter 19 for defined terms.

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period from 1 July 2018 to 30 June 2019. Half of any Options that vest will be subject to a further one year service condition before becoming exercisable. ii) 25% of the Options are subject to the Company achieving a specified total shareholder return over the period 1 July 2016 to 30 June 2019. iii) 25% of the Options are subject to the Company achieving a specified total shareholder return over the period 1 July 2016 to 30 June 2020. (d) Options which vest in 2019 expire on 31 August 2020 and Options which vest in 2020 expire on 31 August 2021.

4 Do the[+] securities rank equally in No, however shares received in satisfaction of all respects from the[+] issue date vesting and exercise of Performance Share with an existing[+] class of quoted Rights and Performance Options rank equally +securities? with existing fully paid ordinary shares. If the additional[+] securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration Nil 6 Purpose of the issue The Performance Share Rights and Performance (If issued as consideration for the Options were issued under the Whitehaven Coal acquisition of assets, clearly Limited Equity Incentive Plan. identify those assets)

• See chapter 19 for defined terms.

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6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h_in_ relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of +securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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7 +Issue dates 30 March 2017 Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.

8 Number and+class of all+securities quoted on ASX (_including_the +securities in section 2 if applicable) 9 Number and+class of all+securities not quoted on ASX (_including_the +securities in section 2 if applicable)	Number	+Class
	1,026,045,8851	Fully paid ordinary shares
	Number	+Class
	1,036,936	2013 LTI Performance Share Rights with a vesting date of 30 June 2017.
	3,575,138	2014 LTI Performance Share Rights with vesting dates of 30 June 2017 and 30 June 2018.
	466,804	2015 STI Performance Share Rights (vested) expiring 13 August 2025.
	482,056	2015 STI Performance Share Rights with a vesting date of 13 August 2017.

1 The reported securities include 34,020,000 fully paid ordinary shares subject to restrictions on transfer and voting and which are not entitled to receive dividends.

• See chapter 19 for defined terms.

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10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	1,041,844	2015 MTI Performance Share Rights with a vesting date of 30 June 2017.
	4,572,971	2015 LTI Performance Share Rights with vesting dates of 30 June 2018 and 30 June 2019.
	3,344,191	2016 LTI Performance Share Rights with vesting dates of 30 June 2019 and 30 June 2020.
	5,440,707	2016 LTI Performance Options with vesting dates of 30 June 2019 and 30 June 2020.
	1,460,547	2016 MTI Performance Share Rights with a vesting date of 30 June 2019.
	1,042,571	2016 STI Performance Share Rights vesting on release of the Company’s FY2017 and FY2018 results.
	Dividends are not payable on unvested Performance Share Rights. A dividend equivalent payment is payable on exercise of vested Performance Share Rights equal to the amount of dividends paid by the Company between the vesting date and exercise date. Dividends are not payable on unvested or vested Performance Options.

• See chapter 19 for defined terms.

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Part 2 - Pro rata issue

11	Is security holder approval required?
12	Is the issue renounceable or non-
	renounceable?
13	Ratio in which the+securities will be
	offered
14	+Class of+securities to which the
	offer relates
15	+Record date to determine
	entitlements
16	Will holdings on different registers
	(or subregisters) be aggregated for
	calculating entitlements?
17	Policy for deciding entitlements in
	relation to fractions
18	Names of countries in which the
	entity has security holders who will
	not be sent new offer documents
	Note: Security holders must be told how their
	entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date for receipt of
	acceptances or renunciations
20	Names of any underwriters
21	Amount of any underwriting fee or
	commission
22	Names of any brokers to the issue
23	Fee or commission payable to the
	broker to the issue
24	Amount of any handling fee payable
	to brokers who lodge acceptances or
	renunciations on behalf of security
	holders

• See chapter 19 for defined terms.

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25	If the issue is contingent on security
	holders’ approval, the date of the
	meeting
26	Date entitlement and acceptance
	form and offer documents will be
	sent to persons entitled
27	If the entity has issued options, and
	the terms entitle option holders to
	participate on exercise, the date on
	which notices will be sent to option
	holders
28	Date rights trading will begin (if
	applicable)
29	Date rights trading will end (if
	applicable)
30	How do security holders sell their
	entitlements_in full_through a
	broker?
31	How do security holders sell_part_of
	their entitlements through a broker
	and accept for the balance?
32	How do security holders dispose of
	their entitlements (except by sale
	through a broker)?
33	+Issue date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of[+] securities

• ( tick one )

• (a) +Securities described in Part 1 (In respect of the Ordinary Shares only and not the Performance Share Rights)

• (b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

• See chapter 19 for defined terms.

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Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of+securities for which +quotation is sought 39 +Class of +securities for which quotation is sought 40 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted+securities? If the additional+securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another +security, clearly identify that other +security)

• See chapter 19 for defined terms.

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42 Number and[+] class of all[+] securities quoted on ASX ( including the +securities in clause 38)

Number +Class

• See chapter 19 for defined terms.

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Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted[+] quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

  • Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ............................................................ Date: 3 April 2017 Company Secretary

Print name: Timothy Burt

= == == == ==

• See chapter 19 for defined terms.

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