Yancoal Australia Ltd — AGM Information 2020

Jun 29, 2020

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YANCOAL AUSTRALIA LTD ADDRESS: Level 18, Tower 2, 201 Sussex Street, Sydney NSW 2000 PHONE: 61 2 8583 5300 FAX: 61 2 8583 5399 WEBSITE: www.yancoal.com.au

30 JUNE 2020 ASX Release:

Notice of 2020 Annual General Meeting

Authorised for lodgement by Laura Ling Zhang, Company Secretary Investor Relations Contact : Brendan Fitzpatrick, GM Investor Relations

Email: Brendan.Fitzpatrick@yancoal.com.au

Additional information about the company can be found at www.yancoal.com.au

YANCOAL AUSTRALIA LTD – ASX RELEASE |1

Australian Securities Exchange ( ASX ), Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited ( HKSE ) take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this document.

1 YANCOAL NOTICE OF MEETING 2020

YANCOAL AUSTRALIA LTD NOTICE OF 2020 ANNUAL GENERAL MEETING

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(Incorporated in Victoria, Australia with limited liability) Australian stock code: YAL Hong Kong stock code: 3668

Notice is given that the 2020 Annual General Meeting (AGM) of Yancoal Australia Ltd (Yancoal or Company) will be held at 11.00am (AEST) (being 9.00am (HKT)) on Friday, 31 July 2020 at Yancoal Australia Ltd, Level 18, Darling Park Tower 2, 201 Sussex Street, Sydney NSW 2000, Australia. Registration will commence at 10.00 am (AEST).

Given current uncertainty and to minimise health risks created by the coronavirus (COVID-19) pandemic, Yancoal strongly encourages shareholders to consider utilising the options available to participate at the AGM without attending in person, such as virtually observing the meeting and appointing the Chairman as proxy with directions on how to vote each item of business. Shareholders who are considering physically attending the AGM should review applicable laws on public gatherings and follow government warnings and recommendations. For further information, please read the “Information for Shareholders” section on page 6.

BUSINESS

Item 1: Financial Statements and Reports

To receive and consider the Financial Report of the Company and its controlled entities and the Reports of the Directors and the Auditor for the financial year ended 31 December 2019.

Item 2: Election and Re-election of Directors

To consider and, if thought fit, pass the following resolutions as ordinary resolutions (each as a separate resolution):

Item 2(d): Re-election of Xing Feng as a non-executive Director

That Xing Feng, who retires from the office of Director, and being eligible, offers himself for re-election, be re-elected as a non-executive Director of the Company.

Item 2(e): Election of Ning Zhang as an Executive Director That Ning Zhang, who was appointed as a Director on 20 March 2020, and being eligible, offers himself for election, be elected as an executive Director of the Company.

Information about the above candidates appears in the Explanatory Notes.

Item 2(a): Re-election of Baocai Zhang as a non-executive Director

That Baocai Zhang, who retires from the office of Director, and being eligible, offers himself for re-election, be reelected as a non-executive Director of the Company.

Item 2(b): Re-election of Qingchun Zhao as a non-executive Director

That Qingchun Zhao, who retires from the office of Director, and being eligible, offers himself for re-election, be reelected as a non-executive Director of the Company.

Item 2(c): Re-election of Xiangqian Wu as a non-executive Director

Item 3: Remuneration Report

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

That the Remuneration Report for the year ended 31 December 2019 and as set out in the 2019 Annual Report on pages 54 to 66 (inclusive) be adopted.

Note: In accordance with section 250R(3) of the Corporations Act 2001 (Cth) ( Corporations Act ), the vote on this resolution is advisory only and does not bind the Directors or the Company.

That Xiangqian Wu, who retires from the office of Director, and being eligible, offers himself for re-election, be reelected as a non-executive Director of the Company.

Voting exclusion in respect of Item 3 pursuant to section 250R(4) and (5) of the Corporations Act:

• The Company will disregard any votes cast on Item 3:

• by or on behalf of a member of the Key Management Personnel ( KMP ) named in the Remuneration Report for 2019 or their closely related parties, regardless of the capacity in which the vote is cast; or

• as a proxy by a person who is a member of the KMP at the date of the AGM or their closely related parties,

• unless the vote is cast as proxy:

• for a person entitled to vote on Item 3 as proxy or attorney in accordance with the direction on the proxy form specifying how the proxy is to vote; or

• 2 • by the Chairman of the AGM for a person entitled to vote on Item 3 pursuant to an express authorisation in

• YANCOAL the proxy form to vote as the Chairman sees fit (even NOTICE OF MEETING though the resolution is connected directly or indirectly 2020 with the remuneration of the KMP).

• ‘Closely related party’ is defined in the Corporations Act and includes a spouse, dependent and certain other close family members, of the KMP, as well as any companies controlled by the KMP.

Item 4: Approval of termination benefit payments

To consider and if thought fit, pass the following resolutions as ordinary resolutions:

Item 4(a): Approval of CEO STIP Payment to Reinhold Hans Schmidt

That, for the purposes of sections 200B and 200E of the Corporations Act, approval is given to pay the CEO STIP Payment (as that term is defined in the Explanatory Notes to this Notice of Meeting) to the former Chief Executive Officer, Mr Reinhold Hans Schmidt, under the Yancoal Australia Ltd Equity Incentive Plan (the Plan ) on the terms and conditions set out in the Plan rules and his deed of release, as summarised in the Explanatory Notes to this Notice of Meeting.

Item 4(b): Approval of CFO Termination Benefit Payment and CFO STIP Payment to Lei Zhang

That, for the purposes of sections 200B and 200E of the Corporations Act, approval is given to pay the CFO Termination Benefit Payment and the CFO STIP Payment (as those terms are defined in the Explanatory Notes to this Notice of Meeting) to the former Chief Financial Officer, Mr Lei Zhang, under the Yancoal Australia Ltd Equity Incentive Plan on the terms and conditions set out in the Plan rules and his deed of release, as summarised in the Explanatory Notes to this Notice of Meeting.

Voting exclusion in respect of Item 4(b) pursuant to section 200E(2A) of the Corporations Act:

The Company will disregard any votes cast on Item 4(b):

• by Mr Zhang; or

• an associate of Mr Zhang.

• However, the Company will not disregard a vote if:

• it is cast by a person as proxy appointed in writing that specified how the proxy is to vote in Item 4(b); and

• it is not cast on behalf of Mr Zhang or an associate of Mr Zhang.

‘Associate’ has the meaning given to that term in the Corporations Act.

Item 4(c): Approval of CEC STIP Payment to Fucun Wang That, for the purposes of sections 200B and 200E of the Corporations Act, approval is given to pay the CEC STIP Payment (as that term is defined in the Explanatory Notes to this Notice of Meeting) to the former executive director, Mr Fucun Wang, under the Yancoal Australia Ltd Equity Incentive Plan on the terms and conditions set out in the Plan rules and his deed of release, as summarised in the Explanatory Notes to this Notice of Meeting.

Voting exclusion in respect of Item 4(c) pursuant to section 200E(2A) of the Corporations Act:

The Company will disregard any votes cast on Item 4(c):

• by Mr Wang; or

Voting exclusion in respect of Item 4(a) pursuant to section 200E(2A) of the Corporations Act:

The Company will disregard any votes cast on Item 4(a):

• by Mr Schmidt; or

• an associate of Mr Schmidt.

However, the Company will not disregard a vote if:

• it is cast by a person as proxy appointed in writing that specified how the proxy is to vote in Item 4(a); and

• an associate of Mr Wang.

However, the Company will not disregard a vote if:

• it is cast by a person as proxy appointed in writing that specified how the proxy is to vote in Item 4(c); and

• it is not cast on behalf of Mr Wang or an associate of Mr Wang.

‘Associate’ has the meaning given to that term in the Corporations Act.

• it is not cast on behalf of Mr Schmidt or an associate of Mr Schmidt.

• ‘Associate’ has the meaning given to that term in the Corporations Act.

Item 5: Issue of Rights

To consider and if thought fit, pass the following resolutions as ordinary resolutions:

Item 5(a): Issue of Rights to Co-Vice Chairman under Equity Incentive Plan To consider and, if thought fit, pass the following resolution as an ordinary resolution:

That, for the purposes of ASX Listing Rule 10.14 and all other purposes, approval be given for the issue of up to 344,390 LTIP Rights (as defined in the Explanatory Notes to this Notice of Meeting) to Mr Ning Zhang, the Co-Vice Chairman of the Company, under the Company’s Equity Incentive Plan on the terms set out in the Explanatory Notes to this Notice of Meeting.

Voting exclusion statement in respect of Item 5(a):

In accordance with the ASX Listing Rules, the Company will disregard any votes cast in favour of Item 5(a):

• by a person referred to in ASX Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Company’s Equity Incentive Plan; or

• any associate of those persons.

(Currently, executive Directors of the Company are the only Directors eligible to participate in the Company’s Equity Incentive Plan.)

However, the Company need not disregard a vote if it is cast by:

• a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way;

• the Chairman of the AGM as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairman of the AGM to vote on the resolution as the Chairman of the AGM decides; or

• a holder acting solely in a nominee, trustee custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Item 5(b): Issue of Rights to Chief Executive Officer under Equity Incentive Plan

That, for the purposes of ASX Listing Rule 10.11 and all other purposes, approval be given for the issue of up to 1,171,240 LTIP Rights to Mr David James Moult, the Chief Executive Officer ( CEO ) of the Company, under the Company’s Equity Incentive Plan on the terms set out in the Explanatory Notes to this Notice of Meeting.

Voting exclusion statement in respect of Item 5(b):

In accordance with the ASX Listing Rules, the Company will disregard any votes cast in favour of Item 5(b):

• by or on behalf of any person who is to receive the securities in question and any other person who will 3 obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a NOTICE OFYANCOAL holder of ordinary shares in the Company); or MEETING 2020

• any associate of those persons.

• However, the Company need not disregard a vote if it is cast by:

• a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way;

• the Chairman of the AGM as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairman of the AGM to vote on the resolution as the Chairman of the AGM decides; or

• a holder acting solely in a nominee, trustee custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting exclusion statement in respect of Items 5(a) and 5(b):

Further, in accordance with section 250BD of the Corporations Act, a vote must not be cast on Item 5(a) and/ or Item 5(b) by any member of the KMP of the Company, or a Closely Related Party of any member of the KMP, that is appointed as proxy, if their appointment does not specify the way in which the proxy is to vote unless the vote is cast as proxy:

• for a person entitled to vote on Item 5(a) and/or Item 5(b) as proxy or attorney in accordance with the direction on the proxy form specifying how the proxy is to vote; or

• by the Chairman of the AGM for a person entitled to vote on Item 5(a) and/or Item 5(b) pursuant to an express authorisation in the proxy form to vote as the Chairman sees fit (even though the resolution is connected directly or indirectly with the remuneration of the KMP).

Item 6: Authorisation to fix Directors’ remuneration

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

That, for all purposes, the board of Directors ( Board ) be authorised to fix the Directors’ remuneration for the year ending 31 December 2020.

Information about this resolution appears in the Explanatory Notes.

Item 7: Reappointment of Auditor and authorisation to fix Auditor’s 4 remuneration YANCOAL To consider and, if thought fit, pass the following resolution NOTICE OF as an ordinary resolution: MEETING That ShineWing Australia be reappointed as the 2020

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

That ShineWing Australia be reappointed as the independent auditor of the Company and that the Board is authorised to fix the auditor’s remuneration for the year ending 31 December 2020.

Information about this resolution appears in the Explanatory Notes.

Item 8: General mandate to issue shares

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

That:

• (1) subject to paragraph 8(3) below, and subject to compliance with the prevailing requirements under relevant laws, rules and regulations, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to allot, issue or otherwise deal with additional shares of the Company ( Shares ) or securities convertible into Shares, and to make or grant offers, agreements and/ or options (including bonds, warrants and debentures convertible into Shares) which may require the exercise of such powers, be and is hereby generally and unconditionally approved;

• (2) the approval in paragraph 8(1) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements and/or options which may require the exercise of such powers after the end of the Relevant Period;

• (3) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors during the Relevant Period pursuant to paragraph 8(1) above, otherwise than pursuant to (1) a Rights Issue (as hereinafter defined) or (2) the grant or exercise of any option under the option scheme of the Company or any other option scheme or similar

arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of Shares or rights to acquire Shares; or (3) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Constitution in force from time to time; or (4) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into Shares, subject to compliance with the prevailing requirements under relevant laws, rules and regulations, shall not exceed 20% of the total number of issued Shares as at the date of passing this resolution and the said approval shall be limited accordingly; and

• (4) for the purpose of this resolution:

• (A) “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

  • (a) the conclusion of the next annual general meeting of the Company;

  • (b) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Constitution of the Company to be held; or

  • (c) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

• (B) “Rights Issue” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares whose names appear on the register of members on a fixed record date in proportion to their holdings of Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company).

Information about this resolution appears in the Explanatory Notes.

YANCOAL NOTICE OF MEETING 2020

Item 9: General mandate to repurchase shares

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

That:

• (1) subject to paragraph 9(2) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase the Shares on The Stock Exchange of Hong Kong Limited ( Stock Exchange ) or on any other stock exchange on which the Shares may be listed and recognised for this purpose by The Securities and Futures Commission of Hong Kong ( Commission ) and the Stock Exchange and, subject to and in accordance with all applicable laws, the Code on Share Buy-backs issued by the Commission and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange, be and is hereby generally and unconditionally approved;

• (2) the aggregate number of the Shares, which the Company is authorised to repurchase pursuant to the approval in paragraph 9(1) above shall not exceed 10% of the total number of issued Shares at the date of passing of this resolution, and the said approval shall be limited accordingly;

• (3) subject to the passing of each of the paragraphs 9(1) and 9(2) of this resolution, any prior approvals of the kind referred to in paragraphs 9(1) and 9(2) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and

• (4) For the purpose of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

• (a) the conclusion of the next annual general meeting of the Company;

• (b) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Constitution of the Company to be held; or

Item 10: Extension of general mandate to add the number of repurchased shares To consider and, if thought fit, pass the following resolution as an ordinary resolution:

That conditional upon the resolutions numbered 8 and 9 as set out in this Notice of Meeting, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with additional Shares and to make or grant offers, agreements and options which may require the exercise of such powers pursuant to the ordinary resolution numbered 8 above be and is hereby extended by the addition to the aggregate number of Shares which may be allotted by the Directors pursuant to such general mandate of the aggregate number of Shares repurchased by the Company under the authority granted 5 pursuant to ordinary resolution numbered 9 as set out this YANCOAL Notice of Meeting, provided that such amount shall not NOTICE OF exceed 10% of the total number of issued Shares at the date MEETING 2020 of passing of this resolution.

Information about these resolutions appear in the Explanatory Notes.

Due to the constantly evolving COVID-19 pandemic situation, the Company may be required to change its AGM arrangements at short notice. Shareholders should check the Company’s AGM website (www.yancoal.com.au/page/en/investors) for updates on the AGM.

By order of the Board

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Baocai Zhang Chairman

• (c) the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meeting.

Information about this resolution appears in the Explanatory Notes.

6 submit questions online are available in the Lumi Meeting Guide at www.yancoal.com.au/page/en/investors.www.yancoal.com.au/page/en/investors.. YANCOAL NOTICE OF MEETING OBSERVE THE AGM ONLINE AND SUBMIT 2020 QUESTIONS

INFORMATION FOR SHAREHOLDERS

VIRTUAL PARTICIPATION AT THE AGM DUE TO COVID-19

In order to minimise health risks created by the coronavirus ( COVID-19 ) pandemic and ensure compliance with current applicable laws relating to public gatherings, the Board of Yancoal strongly encourages shareholders:

• to consider lodging a directed proxy appointing the Chairman as proxy with directions on how to vote each item of business rather than attending the meeting in person; and

• as an alternative to attending the AGM in person, to observe the AGM through a live webcast and submit questions in real time. Details on how to observe and submit questions online are available in the Lumi Meeting Guide at www.yancoal.com.au/page/en/investors.www.yancoal.com.au/page/en/investors..

Shareholders are reminded to observe good personal hygiene at all times during the AGM. To the extent permitted under law, the Company reserves the right to deny entry into the AGM venue or require any person to leave the venue so as to ensure the health and safety of the attendees at the AGM and compliance with applicable laws.

The AGM will only consist of the items of business set out in this Notice of Meeting and will not consist of a presentation by the Chairman or any director of the Company. An electronic copy of the presentation will be lodged with the ASX and HKSE and will be made available on the Company’s website before the AGM commences.

Due to travel restrictions and to minimise health risks to shareholders, officers and other attendees, only the Chairman of the AGM and Company Secretary will attend the AGM in person. Other Directors and Senior Management are not expected to attend in-person and will participate in the AGM virtually or otherwise.

All shareholders are strongly encouraged to:

• submit any questions ahead of the AGM to either the Company or the auditor; and

• appoint the Chairman as proxy with directions on how to vote in each item of business to ensure that each Shareholder’s vote is cast and counted with certainty. The Chairman is required to follow your instructions.

Further information on how to appoint a proxy to vote on your behalf is described under the heading “Proxies and Attorneys” under this section “Information for Shareholders” . Please pay particular attention to this section in order to correctly appoint a proxy.

Shareholders who wish to observe the AGM through a live webcast and submit questions in real time can visit https://web.lumiagm.com. Registration will open 1 hour before the start of the meeting. Details on how to observe and submit questions online are available in the Lumi Meeting Guide at www.yancoal.com.au/page/en/investors Shareholders are strongly urged to submit questions ahead of the AGM to either the Company or the auditor through submitting a completed form accompanying this Notice of Meeting, or by way of email to shareholder@yancoal.com.au and/or media@yancoal.com.au.

IN-PERSON ATTENDANCE

While Yancoal will seek to take all reasonable precautions available, the Board cannot give any assurance that those persons attending the AGM in person will not be putting themselves at risk to health hazards concerning COVID-19. Shareholders could also be in breach of applicable Australian laws around public gatherings if they attend the AGM in person.

The Board strongly urges shareholders to review and follow the Australian Department of Health’s instructions and recommendations in relation to the COVID-19 pandemic.

ELIGIBILITY TO VOTE AND RECORD TIME

In order to qualify for attending and being eligible to vote at the AGM convened by this Notice of Meeting:

• (a) in respect of those shareholders whose ordinary shares in the Company are traded on the Australian Securities Exchange, you must be a registered holder of Yancoal shares as at the Record Time (as defined below); and

• (b) in respect of those shareholders whose ordinary shares in the Company are traded on the Stock Exchange of Hong Kong Limited, all duly completed transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited located at Shops 1712-1716 Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 7.00pm (AEST) (being 5.00pm (HKT)) on Monday 27 July 2020) (the Record Time ).

The Corporations Regulations 2001 and the ASX Settlement Operating Rules require that the time to determine who holds ordinary securities in the Company for the purposes of a meeting of its shareholders may not be more than 48 hours before that meeting. However, in order for the Company to comply with requirements arising from its dualprimary listing on the ASX and The Stock Exchange of Hong Kong Limited, the stipulated Record Time for the Company’s AGM will be as set out above, which will fall on the fourth business day before the AGM. This is earlier than what shareholders and investors of the Company in Australia may be accustomed to.

Accordingly, share transfers registered after the Record Time will be disregarded in determining entitlements to vote at the AGM.

In this Notice of Meeting, references to shareholders are references to holders of ordinary shares in the Company.

Shareholders attending the meeting in person will be required to: (i) fill out a questionnaire regarding recent travel to high risk areas and possible flu-like symptoms on registration into the meeting; (ii) conduct compulsory body temperature screening; and (iii) wear a surgical face mask. No refreshments will be served at the meeting.

VOTING

A shareholder that is an individual may attend and vote in person at the AGM. Please arrive 1 hour prior to the start of the AGM to facilitate the registration process. Otherwise, a shareholder may appoint a proxy or, if he or she holds two or more shares, up to two proxies to attend and vote on his/her behalf, as outlined below. A shareholder or proxy that is a body corporate may appoint an individual to act as its representative to vote at the AGM in accordance with section 250D of the Corporations Act. The appropriate ‘Certificate of Appointment of Corporate Representative’ should be produced prior to admission to the AGM. A form of the certificate may be obtained from www.computershare.com.

If two or more persons are joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the other joint holder(s). For this purpose, seniority shall be determined by the order in which the names stand in the principal or branch register of members of the Company in respect of the joint holding.

PROXIES AND ATTORNEYS

• (1) If you are entitled to vote but do not wish to attend the AGM, you may appoint a proxy to attend and vote on your behalf. A body corporate that is a shareholder may also appoint a proxy to attend and vote on its behalf. A proxy need not be a shareholder.

• (2) If you are entitled to cast two or more votes, you are entitled to appoint up to two proxies to attend the AGM and vote on your behalf and you may specify the proportion or number of votes each proxy is appointed to exercise. If the appointment does not so specify, each proxy may exercise half the votes. Fractions of votes will be disregarded.

• (3) Where a shareholder appoints 2 proxies or 2 attorneys, neither proxy or attorney is entitled to vote on a show of hands, and on a poll, each proxy or attorney may only exercise votes in respect of those shares or voting rights the proxy or attorney represents.

• (4) To be effective, the Company must receive the completed proxy form and, if the form is signed by the shareholder’s attorney, the authority under which the proxy form is signed (or a certified copy of the authority) by no later than 48 hours before the time appointed for the holding of the AGM (i.e. not later than 11.00am (AEST) (being 9.00am (HKT)) on Wednesday, 29 July 2020) . Any proxy form received after that time will not be valid for the AGM.

• (5) The completion and return of the proxy form shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.

• (6) The proxy form accompanying this Notice of Meeting can be used to appoint a proxy.

• (7) Proxy forms (and any power of attorney or certified copy of that power under which they are signed) may be lodged with Computershare:

for shareholders whose ordinary shares in the Company are traded on the Australian Securities Exchange

• (a) by mail, to:

Computershare Investor Services Pty Limited

GPO Box 242, Melbourne Victoria 3001, Australia

• (b) by facsimile:

1800 783 447 (within Australia)

• • 61 3 9473 2555 (outside Australia)

• 7

• online via www.investorvote.com.au YANCOAL

• You will need your Shareholder Reference NOTICE OF Number (SRN) or Holder Identification Number MEETING (HIN), postcode and control number as shown on 2020 your proxy form. You will be taken to have signed the proxy form if you lodge it in accordance with the instructions on the website.

• (c) online via www.investorvote.com.au

A proxy cannot be appointed electronically by a person appointed by a shareholder under a Power of Attorney or similar authority.

Intermediaries with access to Intermediary Online through Computershare Investor Services Pty Limited should lodge their votes through www.intermediaryonline.com.

for shareholders whose ordinary shares in the Company are traded on The Stock Exchange of Hong Kong Limited

• (a) by mail, to:

Computershare Hong Kong Investor Services Limited

17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong

• (b) by facsimile:

• • 852 2865 0990/+852 2529 6087 (within Hong Kong) + 61 3 9473 2555 (outside Hong Kong)

Other alternatives

Alternatively, proxy forms may be lodged with the Company:

• (a) by mail, to the attention of the Company Secretary, at:

Yancoal Australia Ltd

Level 18, Darling Park Tower 2

201 Sussex Street Sydney NSW 2000 Australia

• (b) by facsimile, to the attention of the Company Secretary, on: + 61 2 8583 5399

• (8) Proxies given by corporate holders of ordinary shares must be executed in accordance with their constitutions, or signed by a duly authorised officer or attorney.

• (9) A proxy may decide whether to vote on any motion, except where the proxy is required by law to vote, or abstain from voting, in their capacity as proxy. If a proxy is directed how to vote on an item of business, the proxy may vote on that item only in accordance with the direction.

• (10) If your appointed proxy does not attend the AGM or does not vote on a poll in accordance with your directions, the Chairman of the AGM will become your proxy and will vote in accordance with any of your

• 8 directions. YANCOAL (11) If a proxy is not directed how to vote on an item of NOTICE OF business, the proxy may vote as he or she thinks fit MEETING (subject to any applicable voting exclusions). 2020

• (12) The appointment of a proxy or attorney is not revoked by the appointer attending and taking part at the AGM, but if the appointer votes on a resolution, the proxy or attorney is not entitled to vote, and must not vote, as the appointer’s proxy or attorney on the resolution.

• (13) If the Chairman of the AGM is your proxy and you do not specify how your proxy is to vote on an item of business, then by completing and submitting a proxy form you will be expressly authorising the Chairman to exercise your proxy as the Chairman sees fit in relation to adoption of the Remuneration Report (Item 3) even though Item 3 is connected with the remuneration of the key management personnel of the Company. If you wish to appoint the Chairman as proxy with a direction how to vote on an item of business, including Item 3, you should specify this by completing the “For”,

  • “Against” or “Abstain” boxes on the proxy form.

• (14) The Chairman of the AGM intends to vote all undirected proxies in favour of each item of business.

QUESTIONS AND COMMENTS BY SHAREHOLDERS

The Chairman of the AGM will allow a reasonable opportunity for shareholders to ask questions about or make comments relevant to the items of business and on the management of the Company at the AGM. Shareholders may also submit a written question to the Board. Your questions should relate to matters that are relevant to the business of the AGM, as outlined in this Notice of Meeting and Explanatory Notes.

Similarly, a reasonable opportunity will be given to shareholders to ask the Company’s external auditor, ShineWing Australia, questions relevant to:

• the conduct of the audit;

• the preparation and content of the auditor’s report;

• the accounting policies adopted by the Company in relation to the preparation of its financial statements; and

• the independence of the auditor in relation to the conduct of the audit.

Shareholders may also submit a written question to ShineWing Australia (via the Company) if the question is relevant to:

• the content of ShineWing Australia’s audit report; or

• • the conduct of its audit of the Company’s annual financial reports for the year ended 31 December 2019.

ShineWing Australia will either answer the relevant questions at the AGM or table written answers to them at the AGM. If written answers are tabled at the AGM, they will be made available to shareholders as soon as practicable after the AGM, on the Company’s website, www.yancoal.com.au. A list of those relevant written questions will be made available to shareholders attending the AGM.

Please send any relevant questions for the Board or ShineWing Australia by 5.00pm (AEST) (3.00pm (HKT)) on Wednesday, 22 July 2020 to:

• Computershare (Computershare’s contact details are set out on page 7 of this Notice of Meeting); or

• Yancoal Australia Ltd at its registered office, Level 18, Darling Park Tower 2, 201 Sussex Street, Sydney NSW 2000, Australia, marked for the attention of the Company Secretary.

During the course of the AGM, the Chairman will endeavour to address as many of the more frequently raised shareholder questions as reasonably practicable and, where appropriate, will give a representative of ShineWing Australia the opportunity to answer relevant written questions submitted to the Auditor. However, there may not be sufficient time available at the AGM to address all questions. Please note that individual responses may not be sent to shareholders.

REQUIRED MAJORITY

Ordinary Resolutions

The resolutions described in Items 2, 3, 4, 5, 6, 7, 8, 9 and 10 of the Business section of this Notice of Meeting are ordinary resolutions. Each will be passed if more than 50% of votes cast by shareholders entitled to vote on the resolution are cast in favour of the resolution.

CHINESE TRANSLATION

The translation into Chinese language of this Notice of Meeting is for reference only. In case of any inconsistency, the English version shall prevail.

As of the date of this Notice of Meeting, the executive Director is Mr. Ning Zhang, the non-executive Directors are Mr. Baocai Zhang, Mr. Cunliang Lai, Mr. Xiangqian Wu, Mr. Qingchun Zhao and Mr. Xing Feng and the independent non-executive Directors are Mr. Gregory James Fletcher, Dr. Geoffrey William Raby and Ms. Helen Jane Gillies.

9 YANCOAL NOTICE OF MEETING 2020

EXPLANATORY NOTES

The Explanatory Notes form part of the Notice of Meeting and have been prepared to assist shareholders to understand the business to be put to the shareholders at the AGM.

Item 1: Financial Statements and Reports

The financial statements and reports relate to the period from 1 January 2019 to 31 December 2019.

The Corporations Act requires the Financial Report (which includes the financial statements and notes, and the Directors’ Declaration), the Directors’ Report and the Auditor’s Report to be laid before the AGM.

There is no requirement in the Corporations Act for shareholders to approve the Financial Report, the Directors’ Report or the Auditor’s Report. Pursuant to Rule 7.10 of the Company’s Constitution, the Company’s majority shareholder, Yanzhou Coal Mining Company Limited ( Yanzhou ), will vote on the financial statements of the Company at the AGM.

Shareholders will be given a reasonable opportunity at the AGM to ask questions and make comments on these reports and on the business and operations of the Company. Shareholders will also be able to ask questions of the Auditor, ShineWing Australia.

The documents are available on the Company’s website at www.yancoal.com.au.

Item 2: Election and re-election of Directors

The Company must hold an election of Directors each year in accordance with ASX Listing Rule 14.5. Further, in accordance with ASX Listing Rule 14.4, and Rule 8.1(c) and 8.1(d) of the Company’s Constitution, a Director appointed by the Board only holds office until the conclusion of the next general meeting following his or her appointment; and a Director must not hold office (without re-election) beyond the third annual general meeting following the meeting at which the Director was elected or re-elected.

Additionally, the Board has a practice that approximately one third of the Board will retire and seek re-election, so as to prevent a disproportionate number of Directors standing for re-election at future annual general meetings.

Baocai Zhang was re-elected, and Qingchun Zhao and Xiangqian Wu were elected on 26 May 2017, and have not been subsequently re-elected. Xing Feng was elected on 15 December 2017 and has not been subsequently re-elected. Therefore, Baocai Zhang, Qingchun Zhao, Xiangqian Wu and Xing Feng are required to seek re-election in accordance with ASX Listing Rule 14.4, code provision A.4.2 of Appendix 14 to the Rules Governing the Listing of Securities on the Stock Exchange ( HK Listing Rules ), and Rule 8.1(d) of the Company’s Constitution.

Under ASX Listing Rule 14.4, code provision A.4.2 of Appendix 14 to the HK Listing Rules and Rule 8.1(c) of the Constitution, if a Director was appointed by the Board to fill a casual vacancy since the last annual general meeting, the Director only holds office until the end of the next general meeting following his or her appointment. Ning Zhang was appointed to the Board on 20 March 2020 and is accordingly, required to stand for election at this AGM.

Below are biographical details for those Directors who are seeking election or re-election as Directors of the Company at the AGM.

Item 2(a): Re-election of Baocai Zhang as a non-executive Director

Baocai Zhang, EMBA, aged 52

Experience and expertise

Mr Baocai Zhang was appointed as a non-executive Director of the Company and Chair of the Board on 8 June 2018. Mr. Zhang also acted as a non-executive Director of the Company from 26 June 2012 to 19 January 2014, executive Director from 20 January 2014 to 8 June 2018 and Co-Vice Chair of the Board from 20 December 2013 to 8 June 2018.

Mr Zhang, joined Yanzhou’s predecessor in 1989 and was appointed as the Head of the Planning and Finance department of Yanzhou in 2002. He was appointed as a Director and Company Secretary of Yanzhou in 2006 and Deputy General Manager in 2011. In October 2015, he became a director and a standing member of the Party Committee of Yankuang Group Company Limited ( Yankuang ).

Mr Zhang planned and played a key role in the acquisition of Felix Resources Limited and the merger with Gloucester Coal Ltd in Australia. He also led Yanzhou’s acquisition of potash exploration permits in Canada in 2011. He has considerable experience in capital management and business development in the coal industry, in particular in financial control, corporate governance and compliance for listed companies in Australia and overseas.

Mr Zhang graduated from Nankai University. He is a senior accountant with an EMBA degree.

Other positions with the Company or any of its subsidiaries Chairman of the Board

Chairman of the Strategy and Development Committee Member of the Nomination and Remuneration Committee

Other current key directorships

Director of Yankuang Group Company Limited

Chairman and Director of Yankuang Group Finance Co., Ltd Chairman of Shandong Geo-Mineral Co. Ltd

Former directorships in other listed companies in last three years and other major appointment and professional qualifications

Director of Yanzhou Coal Mining Company Limited (1171 HK) (10 November 2006 – 3 June 2016)

Interests in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571, laws of Hong Kong) (SFO)

274,404 fully paid Yancoal ordinary shares

Explanatory Notes Continued

10 YANCOAL NOTICE OF MEETING 2020

Service terms with the Company

Mr Zhang’s directorship is subject to retirement by rotation and re-election at least once every three years at the AGM in accordance with Rule 8.1(d) of the Constitution. During the year ended 31 December 2019, Mr Zhang did not receive any director’s fee or remuneration package as a non-executive Director.

Mr Zhang serves as a director of Yankuang, controlling shareholder of the Company. As at 22 June 2020, the latest practicable date prior to the printing of this Notice of Meeting, for the purpose of ascertaining certain information contained in this Notice of Meeting ( Latest Practicable Date ), Yankuang is, directly and indirectly, interested in approximately 55.68% of the shares in Yanzhou and Yanzhou is interested in approximately 62.26% of the shares in the Company. Other than Mr Zhang’s relationship with Yankuang, Mr Zhang does not have any relationship with any other directors, senior management or substantial shareholder or controlling shareholder of the Company.

In addition, there are no other matters that need to be brought to the attention of the shareholders nor is there any other information required to be disclosed pursuant to the requirements under Rule 13.51(2)(h) to (v) of the HK Listing Rules.

Other current key directorships

Director of Yanzhou Coal Mining Company Limited (1171 HK)

Director of Zhongyin Financial Leasing Co., Ltd Director of Shanghai CIFCO Co., Ltd Director of Yancoal International (Holding) Co. Ltd Director of Yancoal International Trading Co. Ltd Director of Yancoal International Resources Co., Ltd Director of Yancoal International Technology Development Co., Ltd

Chairman of Shanghai Jujiang Asset Management Co., Ltd Director of Yanzhou Coal Yulin Neng Hua Co., Ltd Director of Inner Mongolia Haosheng Coal Mining Limited Director of Yankuang Group Finance Co., Ltd Director of Qilu Bank Co., Ltd Director of Shanghai Mid-Term Futures Co., Ltd

Former directorships in other listed companies in last three years and other major appointment and professional qualifications None

Recommendation

The Board (with Baocai Zhang abstaining) unanimously recommends that shareholders vote in favour of the reelection of Baocai Zhang.

Item 2(b): Re-election of Qingchun Zhao as a non-executive Director

Qingchun Zhao, EMBA, aged 51

Experience and expertise

Mr Qingchun Zhao was appointed as a non-executive Director on 28 April 2017.

Mr Zhao is a senior accountant with an EMBA degree, and is a Director and the Chief Financial Officer of Yanzhou.

Mr Zhao joined Yanzhou’s predecessor in 1989 and was appointed as the Chief Accountant of the Finance Department in 2002 and Director of the Planning and Finance Department of Yanzhou in 2006. In March 2011, he was appointed as the Vice Chief Financial Officer and the Director of the Finance Department of Yanzhou. In March 2014, Mr. Zhao was appointed Assistant General Manager and the Director of the Finance Management Department of Yanzhou.

In January 2016, he was appointed as the Chief Financial Officer of Yanzhou and in June 2016, he was appointed as a director of Yanzhou. Mr Zhao graduated from Nankai University.

Interests in the shares of the Company within the meaning of Part XV of the SFO

None

Service terms with the Company

Mr Zhao’s directorship is subject to retirement by rotation and re-election at least once every three years at the AGM in accordance with Rule 8.1(d) of the Constitution. During the financial year ended 31 December 2019, Mr Zhao did not receive any director’s fee or remuneration package as a non-executive Director.

Mr Zhao serves as a director of Yanzhou, controlling shareholder of the Company. As at the Latest Practicable Date, Yanzhou is interested in approximately 62.26% of the shares in the Company. Other than his relationship with Yanzhou, Mr Zhao does not have any relationship with any other Directors, senior management or substantial shareholder or controlling shareholder of the Company.

In addition, there are no other matters that need to be brought to the attention of the shareholders nor is there any other information required to be disclosed pursuant to the requirements under Rule 13.51(2)(h) to (v) of the HK Listing Rules.

Recommendation

The Board (with Qingchun Zhao abstaining) unanimously recommends that shareholders vote in favour of the reelection of Qingchun Zhao.

Other positions with the Company or any of its subsidiaries

Member of the Strategy and Development Committee Member of the Audit and Risk Management Committee

Explanatory Notes Continued

Item 2(c): Re-election of Xiangqian Wu as a non-executive Director

Xiangqian Wu, DE, aged 53

In addition, there are no other matters that need to be brought to the attention of the shareholders nor is there any other information required to be disclosed pursuant to the requirements under Rule 13.51(2)(h) to (v) of the HK Listing Rules.

Experience and expertise

Mr Xiangqian Wu was appointed as a non-executive Director on 28 April 2017.

Mr Wu joined Yanzhou’s predecessor in 1988. In 2003, he was appointed as the Deputy Head of Jining No.3 Coal Mine of Yanzhou.

In 2004, he was appointed as the Deputy Head and Chief Engineer of Jining No.3 Coal Mine of Yanzhou. In 2006, he was appointed as the Head of Jining No.3 Coal Mine of Yanzhou. From April 2014 to January 2016, he was the Chairman and General Manager of Yanzhou Coal Ordos Neng Hua Co., Ltd. and Chairman of Inner Mongolia Haosheng Coal Mining Co., Ltd.

In May 2014, he was appointed as a Director of the Yanzhou. In January 2016, he was appointed as the General Manager of Yanzhou. Mr. Wu graduated from Shandong University of Science and Technology and China University of Mining and Technology.

Mr Wu is a Research Fellow in Applied Engineering Technology and a Doctor of Engineering.

Other positions with the Company or any of its subsidiaries

Member of the Nomination and Remuneration Committee Member of Health, Safety, Environment and Community Committee

Other current key directorships

Director of Yanzhou Coal Mining Company Limited (1171 HK)

Director of Yancoal International (Holding) Co. Ltd Director of Yancoal International Trading Co. Ltd Director of Yancoal International Resources Co., Ltd Director of Yancoal International Technology Development Co., Ltd

Former directorships in other listed companies in last three years and other major appointment and professional qualifications None

Interests in the shares of the Company within the meaning of Part XV of the SFO

None

Service terms with the Company

Mr Wu’s directorship is subject to retirement by rotation and re-election at least once every three years at the AGM in accordance with Rule 8.1(d) of the Constitution. During the financial year ended 31 December 2019, Mr Wu did not receive any director’s fee or remuneration package as a non-executive Director.

Recommendation

The Board (with Xiangqian Wu abstaining) unanimously recommends that shareholders vote in favour of the reelection of Xiangqian Wu.

Item 2(d): Re-election of Xing Feng as a non-executive Director

Xing Feng, EMBA, aged 46

Experience and expertise

Mr Xing Feng was appointed as a non-executive Director on 15 December 2017.

Mr Feng started his career with China Cinda Asset Management Co., Limited ( Cinda ) in 1999, and has served in various capacities in the Department of General Management, Department of General Business and Department of Investment and Financing. He has abundant experience in corporate governance, investment and financing.

He was appointed Assistant General Manager of Cinda’s Strategic Client Department in 2017, where he is responsible for implementing the Strategic Client Department Department’s development strategy plan, involvement in business review and leading the implementation of the investment plan. He has successfully completed a number of overseas M&A investments and mixed-ownership reform of SOE projects.

Mr. Feng holds a Bachelor of Engineering (Electrical Engineering and Automation) from Tsinghua University and an EMBA degree from Peking University.

Other positions with the Company or any of its subsidiaries

Member of the Strategy and Development Committee

Other current key directorships

Director of China Broadcasting and Telecommunications Corporation

Director of China Cinda (Hong Kong) Holdings Company Limited

Former directorships in other listed companies in last three years and other major appointment and professional qualifications None

Interests in the shares of the Company within the meaning of Part XV of the SFO

None

11 YANCOAL NOTICE OF MEETING 2020

Mr Wu serves as a director of Yanzhou, controlling shareholder of the Company. As at the Latest Practicable Date, Yanzhou is interested in approximately 62.26% of the shares in the Company. Other than his relationship with Yanzhou, Mr Wu does not have any relationship with any other Directors, senior management or substantial shareholder or controlling shareholder of the Company.

Explanatory Notes Continued

12 YANCOAL NOTICE OF MEETING 2020

Service terms with the Company

Mr Feng’s directorship is subject to retirement by rotation and re-election at least once every three years at the AGM in accordance with Rule 8.1(d) of the Constitution. During the financial year ended 31 December 2019, Mr Feng did not receive any director’s fee or remuneration package as a non-executive Director.

Xing Feng does not have any relationship with any other Directors, senior management or substantial shareholder or controlling shareholder of the Company.

In addition, there are no other matters that need to be brought to the attention of the shareholders nor is there any other information required to be disclosed pursuant to the requirements under Rule 13.51(2)(h) to (v) of the HK Listing Rules.

Recommendation

The Board (with Xing Feng abstaining) unanimously recommends that shareholders vote in favour of the reelection of Xing Feng.

Item 2(e): Election of Ning Zhang as an Executive Director Ning Zhang, EMBA, aged 51

Experience and expertise

Mr Ning Zhang was appointed as an Executive Director on 20 March 2020.

During his near 30 year career with Yankuang, Mr Zhang held several senior roles, including Vice Director of the Finance Department and the Director of the Audit and Risk Department.

Mr Zhang holds a bachelors degree (Accounting) from China University of Mining and Technology and an EMBA degree from Tianjin University of Finance and Economics.

Other positions with the Company or any of its subsidiaries

Co-Vice Chairman of the Board

Chairman of the Executive Committee

Member of Health, Safety, Environment and Community Committee

Other current key directorships

Director of various subsidiaries of Yancoal Australia Ltd

Former directorships in other listed companies in last three years and other major appointment and professional qualifications

Mr Zhang is professionally accredited as Professorate Senior Accountant and International Finance Manager ( IFM ).

Service terms with the Company

Mr Zhang has entered into an Executive Service Agreement with the Company for an unlimited term and his directorship is subject to election at this proposed AGM after he was newly appointed in accordance with Rule 8.1(c) of the Constitution.

Mr Zhang will not receive any director’s fee as an Executive Director. As an Executive Key Management Personnel ( Executive KMP ), Mr Zhang will receive a remuneration package comprising a combination of cash salary, bonus, other short-term, long-term and post-employment benefits, as set out in the Company’s announcement published on 20 March 2020. The Executive Service Agreement entered into by Mr Zhang is the basis of his remuneration.

Mr Zhang does not have any relationship with any other directors, senior management or substantial shareholder or controlling shareholder of the Company.

In addition, there are no other matters that need to be brought to the attention of the shareholders nor is there any other information required to be disclosed pursuant to the requirements under Rule 13.51(2)(h) to (v) of the HK Listing Rules.

Recommendation

The Board (with Ning Zhang abstaining) unanimously recommends that shareholders vote in favour of the election of Ning Zhang.

Item 3: Remuneration Report

The Board submits its Remuneration Report for the year ended 31 December 2019 to shareholders for consideration and adoption by way of non-binding resolution.

The Remuneration Report is set out on pages 54 to 66 (inclusive) of the 2019 Annual Report. This report can also be found on the Company’s website at www.yancoal.com.au. The report:

• explains the Company’s remuneration principles relating to the nature and amount of the remuneration of Directors and senior executives of the Company; and

• sets out the remuneration details for each Director and for each relevant executive of the Company.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the AGM.

The vote on the Remuneration Report is advisory only and will not bind the Company.

A voting exclusion applies to this item of business, as set out in this Notice of Meeting.

Recommendation

The Board recommends that shareholders vote in favour of the adoption of the Remuneration Report.

Interests in the shares of the Company within the meaning of Part XV of the SFO

None

Explanatory Notes Continued

Item 4: Approval of termination benefit payments

Under section 200B of the Corporations Act, a company may only give a person a benefit in connection with their ceasing to hold a managerial or executive office in the company or a related body corporate if an exemption applies under section 200F or it is approved by shareholders under section 200E. This restriction applies to managerial or executive officers of the Company or any of its subsidiaries, which includes Mr Reinhold Hans Schmidt, Mr Lei Zhang and Mr Fucun Wang.

The term “benefit” for the purposes of Part 2D.2 of the Corporations Act has a wide operation and could include any of the payments listed in Items 4(a), 4(b) and 4(c) below. The contemplated payments to Mr Schmidt, Mr Zhang and Mr Wang do not fall under any of the exemptions or thresholds under section 200F of the Corporations Act. Accordingly, shareholders’ approval is sought for the purpose of section 200E of the Corporations Act to allow the Company to pay these payments to Mr Schmidt, Mr Zhang and Mr Wang upon their respective cessation of employment with the Company, in accordance with the Yancoal Australia Ltd Equity Incentive Plan (the Plan ) rules and the terms and conditions stipulated below.

The Plan was previously approved by shareholders in 2018 for the purposes of what was then ASX Listing Rule 7.2, Exception 9(b) (but is now Listing Rule 7.2, Exception 13(b)).

If approval is granted, Mr Schmidt, Mr Zhang and Mr Wang will receive the payments described in the tables at Items 4(a), 4(b) and 4(c) below, in addition to any other termination benefits that the Company may provide to them where permitted to do so under the Corporations Act.

If approval is not granted, the Company may be unable to provide Mr Schmidt, Mr Zhang and Mr Wang with the benefits described in the tables at Items 4(a), 4(b) and 4(c) below upon the cessation of their employment. This may unnecessarily expose the Company to a substantial risk of claims for breach of contract and other legal action.

The Company’s majority shareholder, Yanzhou, holds approximately 62.26% of the shares on issue in the Company, and is not an associate of Mr Schmidt, Mr Zhang or Mr Wang.

Item 4(a): Approval of CEO STIP Payment to Reinhold Hans Schmidt

On 9 March 2020, the Company announced that Mr Schmidt had resigned as Chief Executive Officer ( CEO ) and all related Group directorships effective 8 March 2020. The Board agreed to the terms of his resignation.

For the purposes of sections 200B and 200E of the Corporations Act, approval is required to be obtained from shareholders for the final payment under the 2018 STIP which is due to be paid in March 2021 ( CEO STIP Payment ), under the Plan and on the terms and conditions set out in the Plan rules and his deed of release.

As Mr Schmidt was the CEO in the last 12 months, he is a connected person of the Company under the HK Listing Rules, and accordingly, the CEO STIP Payment constitutes a connected transaction under the HK Listing Rules. As all relevant percentage ratios (as defined in the HK Listing Rules) in relation to the CEO STIP Payment is less than 0.1%, such connected transaction is exempt from the reporting, announcement and independent shareholders’ approval requirements under the HK Listing Rules.

An overview of the key terms of the proposed payment of the CEO STIP Payment to Mr Schmidt, including the value of the benefit given and other information required under sections 200B and 200E of the Corporations Act, is set out in the table below.

Details of the CEO STIP Payment	$301,194
Date of proposed payment	On or around 6 August 2020

A voting exclusion applies to this item of business, as set out in this Notice of Meeting.

13

YANCOAL Recommendation NOTICE OF The Board recommends that you vote in favour of approving MEETING2020 the CEO STIP Payment to Mr Reinhold Hans Schmidt.

Item 4(b): Approval of CFO Termination Benefit Payment and the CFO STIP Payment to Lei Zhang

On 20 March 2020, the Company announced that Mr Zhang had resigned as Chief Financial Officer ( CFO ) and all related Group directorships effective 20 March 2020. The Board agreed to the terms of his resignation.

For the purposes of sections 200B and 200E of the Corporations Act, approval is required to be obtained from shareholders for the payment of (i) $242,541 being an exgratia payment to Mr Lei Zhang ( CFO Termination Benefit Payment ); and (ii) the final payment under the 2018 STIP which is due to be paid in March 2021 ( CFO STIP Payment ), under the Plan and on the terms and conditions set out in the Plan rules and his deed of release.

As Mr Zhang was a director of certain subsidiaries of the Company in the last 12 months, he is a connected person of the Company under the HK Listing Rules, and accordingly, the CFO Termination Benefit Payment and the CFO STIP Payment constitute connected transactions under the HK Listing Rules. As all relevant percentage ratios (as defined in the HK Listing Rules) in relation to the CFO Termination Benefit Payment and the CFO STIP Payment is less than 0.1%, such connected transactions are exempt from the reporting, announcement and independent shareholders’ approval requirements under the HK Listing Rules.

An overview of the key terms of the proposed payment of the CFO Termination Benefit Payment and the CFO STIP Payment to Mr Zhang, including the value of the benefit given and other information required under sections 200B and 200E of the Corporations Act, is set out in the table below.

Details of the CFO Termination Benefit Payment	$242,541
Details of the CFO STIP Payment	$51,530
Date of proposed payment	On or around 6 August 2020

A voting exclusion applies to this item of business, as set out in this Notice of Meeting.

Explanatory Notes Continued

Recommendation

The Board recommends that you vote in favour of approving the CFO Termination Benefit Payment and the CFO STIP Payment to Mr Lei Zhang.

Item 4(c): Approval of CEC STIP Payment to Fucun Wang On 20 March 2020, the Company announced that Mr Wang had resigned as executive director, chair executive committee and all related Group directorships effective 20 March 2020. The Board agreed to the terms of his resignation.

For the purposes of sections 200B and 200E of the Corporations Act, approval is required to be obtained from 14 shareholders for the final payment under the 2018 STIP which is due to be paid in March 2021 ( CEC STIP Payment ), YANCOAL under the Plan and on the terms and conditions set out in NOTICE OF MEETING the Plan rules and his deed of release. 2020

As Mr Wang was a director of the Company in the last 12 months, he is a connected person of the Company under the HK Listing Rules, and accordingly, the CEC STIP Payment constitutes a connected transaction under the HK Listing Rules. As all relevant percentage ratios (as defined in the HK Listing Rules) in relation to the CEC STIP Payment is less than 0.1%, such connected transaction is exempt from the reporting, announcement and independent shareholders’ approval requirements under the HK Listing Rules.

An overview of the key terms of the proposed payment of the CEC STIP Payment to Mr Wang, including the value of the benefit given and other information required under sections 200B and 200E of the Corporations Act, is set out in the table below.

Details of the CEC STIP Payment	$91,536
Date of proposed payment	On or around 6 August 2020

A voting exclusion applies to this item of business, as set out in this Notice of Meeting.

Recommendation

The Board recommends that you vote in favour of approving the CEC STIP Payment to Mr Fucun Wang.

Item 5: Issue of Rights

Under the Plan, the Board will have the discretion to offer awards in the form of rights to acquire shares in the Company for nil consideration ( Rights ). The Board has determined to award performance Rights under the long term incentive plan ( LTIP Rights ) to Mr Ning Zhang, a CoVice Chairman and a Director of the Company, and Mr David James Moult, the CEO of the Company, in accordance with the Plan rules.

The Plan was previously approved by shareholders in 2018 for the purposes of what was then ASX Listing Rule 7.2, Exception 9(b) (but is now Listing Rule 7.2, Exception 13(b)). For the purposes of ASX Listing Rule 10.15.9, details of the key terms of the Plan are provided in the table below.

Eligibility	Eligibility to participate in the Plan will be determined by the Board.
Offers	The Board may offer Awards (as defined below) to any eligible employee from time to time as determined by the Board by making an offer or invitation to the eligible employee (Eligible Employee).
Awards	Under the Plan, the Board will have the discretion to offer awards (Awards) in the form of: • rights to acquire shares in the Company for an exercise price (Options); • rights to acquire shares in the Company for nil consideration (Rights); • shares, including to be acquired under a limited recourse loan funded arrangement; and/or • restricted shares, to be held under the Plan subject to disposal restrictions. Each Option or Right will entitle to receive such number of shares determined by the Board and specified in the relevant offer, or to receive a cash amount equivalent to the value of such number of shares, on and subject to the rules of the Plan and the terms of the offer.

Explanatory Notes Continued

Terms and	The Board has the discretion to determine	The Board has the discretion to determine		Shares as an	Shares acquired under the Plan (including
conditions	the	terms and conditions applicable to an		Award or on	shares acquired on the exercise of Options
	offer of Awards under the Plan, including:			exercise of an	or Rights) may, at the discretion of the
	•	the number and type of Awards being		Award	Board, be delivered:
		offered;			• through the issue of new shares; and/
	•	any performance, service, or other			or
		conditions which must be satisfied			• the transfer of existing shares,
		or waived before the Awards vest			including shares held in an employee
		(Vesting Conditions);			share plan trust, acquired on-market
	•	in the case of Awards in the form			or acquired through an off-market
		of Options or Rights, any further			transaction.
		conditions which must be satisfied			Shares acquired under the Plan will rank
		or waived before vested Options or			equally in all respects, and carry the same
		Rights may be exercised (Exercise			rights and entitlements, as existing shares
	•	Conditions); any acquisition price payable for the grant of Awards;			from the date of acquisition, including in respect of dividends and distributions, rights issues, bonus rights and voting.	15 YANCOAL NOTICE OF
	•	in the case of Awards in the form of			The Company will apply for official	MEETING
	•	Options, any exercise price payable on the exercise of the Options; in the case of Awards in the form of			quotation of any shares issued under the Plan, in accordance with the ASX Listing Rules.	2020
	•	Options or Rights, any rights to receive a payment equivalent to the value of dividends paid on shares during the vesting period attaching to the Options or Rights; the terms of any loan pursuant to which the Company or a subsidiary (Group Company) will lend the Eligible			Subject to the terms of the relevant offer, shares acquired under the Plan may be subject to Disposal Conditions which may restrict the shares from being disposed of or dealt with for a period of time and/or may result in the shares being forfeited if certain further conditions are not satisfied.
		Employee an amount to fund the		Waiver	The Board may, at its discretion, reduce
		acquisition price (if any) or exercise			or waive any Vesting Conditions, Exercise
		price (if any) payable for the Awards;			Conditions and/or Disposal Conditions
		and			attaching to Awards at any time, subject
	•	any disposal and/or forfeiture			to applicable law.
		restrictions applicable to shares acquired under the Plan, including following the vesting of shares granted under the Plan or shares acquired on the exercise of Options or Rights		Vesting of Shares	Shares granted under the Plan which have not been forfeited under the Plan will vest if and when any applicable Vesting Conditions have been satisfied or waived
		(Disposal Conditions).			by the Board.
					Upon vesting, subject to any Disposal
					Conditions specified in the relevant offer,
					shares will cease to be subject to disposal
					restrictions and the forfeiture provisions
					of the Plan (except where shares have
					been acquired using a loan provided by a
					Group Company and the Eligible Employee
					breaches the loan agreement).
				Vesting and	Options and Rights which have not lapsed
				exercise of	under the Plan will vest if and when
				Options and	any applicable Vesting Conditions have
				Rights	been satisfied or waived by the Board.
					However, vested Options or Rights will not
					become exercisable until any applicable
					Exercise Conditions have been satisfied or
					waived by the Board.
					Subject to applicable law, following the
					valid exercise of an Option or Right, the
					Company will issue or arrange the transfer
					of such number of shares to the Eligible
					Employee that relate to the Option or
					Right being exercised or make a cash
					payment equivalent to the value of such
					shares in lieu the issue or transfer such
					shares (at the discretion of the Board).

Explanatory Notes Continued

16 YANCOAL NOTICE OF MEETING 2020	Rights attaching to Options and Rights	Options and Rights awarded under the Plan will not carry any voting or dividend rights. Options and Rights do not confer the right to participate in new issues of shares or other securities in the Company. However, the Plan provides for adjustments to be made to the number of shares to which a participant would be entitled on the exercise of Options or Rights or the exercise price (if any) of the Options or Rights in the event of a bonus issue or pro-rata issue to existing holders of shares (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) or a reorganisation of capital. Options and Rights will not be quoted on ASX.		Cessation of employment	The rules of the Plan contain provisions regarding the treatment of vested and unvested Awards in the event that a participant ceases employment with the Group, as summarised below. However, an offer may prescribe that a specific grant of Awards will be treated in a different manner to the manner set out in the Plan rules. Generally, under the Plan rules, if a participant ceases employment in ‘bad leaver’ circumstances (including resignation (other than due to death, terminal illness, total and permanent disablement, mental illness, redundancy or retirement) or dismissal for cause or poor performance), unless the Board determines otherwise, all of their unvested Awards will be forfeited or lapse, and the participant will be required to exercise any vested Options or Rights within 60 days or they will also lapse. If a participant ceases employment in ‘good leaver’ circumstances, unless the Board determines otherwise, the participant will be entitled to retain a pro- rata amount of their unvested Awards based on the proportion of any applicable vesting period which has elapsed at the date that employment ceases, and all other unvested Awards will be forfeited or lapse. Unless the Board determines otherwise, any retained Awards will remain on foot subject to any applicable Vesting Conditions, Exercise Conditions and Disposal Conditions. Notwithstanding the above, the Board has discretion to treat Awards in a different manner to that set out above, subject to any requirement for shareholder approval.
	Expiry	Options or Rights which have not been exercised by the date determined by the Board and specified in the offer (Expiry Date), will lapse unless the Board determines otherwise.
	Forfeiture/ lapse of Awards	Unless otherwise determined by the Board, a share granted under the Plan will be forfeited, and an Option or Right will lapse, in certain circumstances including: • where the Board determines that any Vesting Condition or Exercise Condition applicable to the Award cannot be satisfied; • where the participant purports to dispose of the Award, or enter into any arrangement in respect of the Award, in breach of any disposal or hedging restrictions; • in the case of an Option or Right, on the Expiry Date applicable to the Option or Right; • where the Award has been acquired using a loan provided by a Group Company and the participant breaches the loan agreement; • in certain circumstances if the participant’s employment is terminated (see ‘Cessation of employment’ below); • if the Board determines that the Award will be forfeited or lapse in the event of a change of control in respect of the Company (see ‘Change of control’ below); and • if the Board determines that the Award is liable to clawback (see ‘Clawback’ below).

Explanatory Notes Continued

Clawback	If the Board becomes aware of a material misstatement in the Company’s financial statements, that a participant has committed an act of fraud, negligence or gross misconduct or failed to comply in a material respect with any restrictive covenant or that some other event has occurred which, as a result, means that a participant’s Award should be reduced or extinguished, or should not vest, then the Board may clawback or adjust any such Award at its discretion to ensure no unfair benefit is derived by the participant.
Change of control	In the event of a change in control or other circumstances where the Board determines it is not practical or appropriate for unvested Awards to continue on foot, the Board has the discretion to determine the extent to which all or part of any unvested Awards should vest, lapse or otherwise be treated.
Restrictions	Awards may not be sold, transferred, mortgaged, pledged, charged, granted as security or otherwise disposed of, without the prior approval of the Board, or unless required by law. Participants must not enter into any arrangement for the purpose of hedging, or otherwise affecting their economic exposure to any unvested shares, or Options or Rights.
Employee share plan trust	A trust may be established in connection with the operation and administration of the Plan. The trust, if established, may be used to acquire shares that are then used to satisfy the Company’s obligations to deliver shares to participants upon the exercise of Option and Rights under the Plan.
Amendments	The Board may, in its discretion, amend the Plan rules, or waive or modify the application of the Plan rules in relation to a participant, provided that (except in specified circumstances) if such amendment would reduce the rights of a participant in respect of their Awards acquired under the Plan, the Board must obtain the consent of the participant.

Item 5(a): Issue of Rights to Co-Vice Chairman under Equity Incentive Plan

ASX Listing Rule 10.14 requires shareholders’ approval for the issue of securities in the Company under an employee incentive scheme to a Director, an associate of a Director, or any other person whose relationship with the Company is, in ASX’s opinion, such that shareholders’ approval should be obtained. The award of the LTIP Rights under the Plan and the proposed issue of equity securities in the Company on vesting and exercise of the LTIP Rights for these purposes falls within ASX Listing Rule 10.14.1 (issue of securities to a Director), and therefore requires the approval of the Company’s shareholders.

The resolution contained in Item 5(a) seeks the required shareholders’ approval to the issue of the LTIP Rights under 17 the Plan for the purposes of Listing Rule 10.14. YANCOAL If shareholders’ approval is obtained under ASX Listing Rule NOTICE OF 10.14 for the issue of LTIP Rights to Mr Zhang under Item MEETING 2020

If shareholders’ approval is obtained under ASX Listing Rule 10.14 for the issue of LTIP Rights to Mr Zhang under Item 5(a), the LTIP Rights will be issued to Mr Zhang as soon as practicable after the AGM, but in any event within 12 months after the date of the AGM.

If shareholders’ approval is not obtained under ASX Listing Rule 10.14 for the issue of LTIP Rights to Mr Zhang under Item 5(a), the LTIP Rights will not be issued to Mr Zhang. Details of any securities issued under the Plan will be published in the annual report of the Company relating to a period in which they were issued, along with a statement that approval for the issue was obtained under ASX Listing Rule 10.14.

Any additional persons covered by ASX Listing Rule 10.14 who become entitled to participate in the issue of securities under Plan after the resolution is approved and who were not named in this Notice of Meeting will not participate until approval is obtained under ASX Listing Rule 10.14.

As Mr Zhang is a Director and therefore a connected person of the Company under the HK Listing Rules, the issue of LTIP Rights to Mr Zhang constitutes a connected transaction under the HK Listing Rules. It is the Company’s current intention to satisfy the LTIP Rights by way of either the transfer of existing Shares or the payment of a cash amount equivalent to the value of such number of shares, on and subject to the rules of the Plan and the terms of the grant. As the LTIP Rights form part of the remuneration package under Mr Zhang’s service contract with the Company, such connected transaction is exempt from the reporting, announcement and independent shareholders’ approval requirements under the HK Listing Rules.

An overview of the key terms of the proposed grant of LTIP Rights to Mr Zhang, a Co-Vice Chairman and Director of the Company, including information required under ASX Listing Rule 10.15, is set out in the table below.

Details of the proposed grant	The proposed grant to Mr Zhang is up to 344,390 LTIP Rights.
Price payable on grant or exercise	The LTIP Rights to be granted to Mr Zhang will be for nil consideration. Mr Zhang will not be required to pay any amount to exercise the LTIP Rights on vesting.
Details of current total remuneration package	$499,863
Number of securities previously issued to Mr Ning Zhang	Nil.

Explanatory Notes Continued

18 YANCOAL NOTICE OF MEETING 2020

Material terms of the	Rights attaching to LTIP Rights
LTIP Rights	LTIP Rights awarded to Mr
	Zhang will not carry any voting
	or dividend rights, and do not
	confer the right to Mr Zhang to
	participate in new issues of shares
	or other securities in the Company.

Vesting Conditions

• Unless the LTIP Rights lapse under the terms of the Plan, the LTIP Rights will vest on 31 December 2022 ( Vesting Date ) subject to the following conditions:

• Earnings Per Share ( EPS ) Vesting Condition ( EPS Awards ): 60% of the award will vest subject to an earnings per share growth performance hurdle; and

• • Costs Target Vesting Condition ( Costs Target Awards ): 40% of the award will vest subject to cost per tonne performance of the Company relative to performance of a comparator group of Australian export mines at the end of the performance period.

Right of exercise

Following the vesting date, Mr Zhang will be entitled to receive one ordinary share in the Company in respect of each exercised LTIP Right or a cash payment equivalent to the value of such shares, at the discretion of the Board.

Cessation of employment prior to vesting

Unless the Board determines otherwise, if Mr Zhang ceases employment prior to the Vesting Date, he will be entitled to retain all of his LTIP Rights subject to the Plan rules, unless he is terminated for cause or poor performance in which case his LTIP Rights will lapse. Any retained LTIP Rights will remain subject to the Vesting Condition. Why are LTIP Rights LTIP Rights have been selected as being issued? the form of award to be issued as it incentivizes the Director’s participation in the long-term growth of the Company.

Value attributed to LTIP Rights and basis for value	Mr Zhang has an annual LTIP opportunity of up to 200% of fixed annual remuneration. The number and value of the LTIP Rights has been determined by dividing the dollar value of the LTIP Rights by the volume weighted average price of the Company’s ordinary shares traded on the ASX across a 20 day trading period spread 10 days prior to and 10 days after 31 December 2019, rounded down to the nearest whole number.
Date of grant	If shareholders’ approval is obtained, the LTIP Rights will be granted to Mr Zhang as soon as practicable after the AGM, but in any event within 12 months after the date of the AGM.
Other information required by ASX Listing Rule 10.15	No loan will be made available to Mr Zhang in connection with the acquisition or exercise of the LTIP Rights proposed to be granted to him if the resolution in Item 5 is approved.

A voting exclusion applies to this item of business, as set out in the Notice of Meeting.

Recommendation

The Board (other than Mr Ning Zhang) recommends that shareholders vote in favour of this resolution.

Item 5(b): Issue of Rights to Chief Executive Officer under Equity Incentive Plan

ASX Listing Rule 10.11 provides that unless one of the exceptions in ASX Listing Rule 10.12 applies, the Company must not issue or agree to issue securities in the Company without shareholders’ approval to: (i) a related party; (ii) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30% or more) holder of shares in the Company; (iii) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10% or more) holder in the Company and who has nominated a Director to the Board pursuant to a relevant agreement which gives them a right or expectation to do so; (iv) an associate of a person referred to above; or (v) a person whose relationship with the Company or a person referred to in (i) to (iv) above is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders.

Explanatory Notes Continued

The award of the LTIP Rights under the Plan and the proposed issue of equity securities in the Company on vesting and exercise of the LTIP Rights for these purposes falls within ASX Listing Rule 10.11.1 (issue of securities to a related party) even though Mr David James Moult is only the CEO of the Company. This is because Mr Moult was a Director of the Company within the 6 months prior to the contemplated issue of the LTIP Rights to him, and none of the exceptions in ASX Listing Rule 10.12 apply. As such, this classifies Mr Moult as a “related party” of the Company for the purposes of ASX Listing Rule 10.11.1 and therefore, the issue of LTIP Rights to Mr Moult requires the approval of the Company’s shareholders.

The resolution contained in Item 5(b) seeks the required shareholder approval to the issue of the LTIP Rights under the Plan for the purposes of Listing Rule 10.11.

If shareholders’ approval is obtained under ASX Listing Rule 10.11 for the issue of LTIP Rights to Mr Moult under Item 5(b), the LTIP Rights will be issued to Mr Moult as soon as practicable after the AGM, but in any event within 1 month after the date of the AGM.

If shareholders’ approval is not obtained under ASX Listing Rule 10.11 for the issue of LTIP Rights to Mr Moult under Item 5(b), the LTIP Rights will not be issued to Mr Moult. As Mr Moult is the CEO of the Company and therefore a connected person of the Company under the HK Listing Rules, the issue of LTIP Rights to Mr Moult constitutes a connected transaction under the HK Listing Rules. It is the Company’s current intention to satisfy the LTIP Rights by way of either the transfer of existing Shares or the payment of a cash amount equivalent to the value of such number of shares, on and subject to the rules of the Plan and the terms of the grant. As all relevant percentage ratios (as defined in the HK Listing Rules) in relation to the issue of the LTIP Rights to Mr Moult is less than 0.1%, such connected transaction is exempt from the reporting, announcement and independent shareholders’ approval requirements under the HK Listing Rules.

An overview of the key terms of the proposed grant of LTIP Rights to Mr Moult, the CEO of the Company, including information required under ASX Listing Rule 10.13, is set out in the table below.

Details of the proposed grant	The proposed grant to Mr Moult is up to 1,171,240 LTIP Rights.
Price payable on grant or exercise	The LTIP Rights to be granted to Mr Moult will be for nil consideration. Mr Moult will not be required to pay any amount to exercise the LTIP Rights on vesting.

Material terms of the Rights attaching to LTIP Rights LTIP Rights LTIP Rights awarded to Mr Moult will not carry any voting or dividend rights, and do not confer the right to Mr Moult to participate in new issues of shares or other securities in the Company.

Vesting Conditions

• Unless the LTIP Rights lapse under the terms of the Plan, the LTIP Rights will vest on 31 December 2022 ( Vesting Date ) subject to the following conditions: 19 • Earnings Per Share ( EPS ) YANCOAL Vesting Condition ( EPS NOTICE OF Awards ): 60% of the award MEETING will vest subject to an earnings 2020 per share growth performance hurdle; and

• • Costs Target Vesting Condition ( Costs Target Awards ): 40% of the award will vest subject to cost per tonne performance of the Company relative to performance of a comparator group of Australian export mines at the end of the performance period.

	Right of exercise
	Following the vesting date, Mr
	Moult will be entitled to receive
	one ordinary share in the Company
	in respect of each exercised LTIP
	Right or a cash payment equivalent
	to the value of such shares, at the
	discretion of the Board.
	Cessation of employment prior to
	vesting
	Unless the Board determines
	otherwise, if Mr Moult ceases
	employment prior to the Vesting
	Date, he will be entitled to retain
	all of his LTIP Rights subject to the
	Plan rules, unless he is terminated
	for cause or poor performance
	in which case his LTIP Rights will
	lapse. Any retained LTIP Rights
	will remain subject to the Vesting
	Condition.
Date of grant	If shareholder approval is
	obtained, the LTIP Rights will be
	granted to Mr Moult as soon as
	practicable after the AGM, but in
	any event within 1 month after the
	date of the AGM.
Purpose of issue	LTIP Rights have been selected
	as the form of award to be
	issued as it incentivizes the CEO’s
	participation in the long-term
	growth of the Company.

Explanatory Notes Continued

20 YANCOAL NOTICE OF MEETING 2020

Other information required by ASX Listing Rule 10.13	The LTIP Rights have been awarded and offered to Mr Moult under an LTIP Rights offer agreement in accordance with the Plan rules described in the Explanatory Notes above at Item 5. The material terms of the agreement have been described in this table.

A voting exclusion applies to this item of business, as set out in the Notice of Meeting.

Reasons for resolution

In accordance with HK Listing Rule 13.88, the Company must at each annual general meeting appoint an auditor to hold office from the conclusion of that meeting until the next annual general meeting. In accordance with Rule 7.10(b)(11) of the Constitution, the shareholders have the power to fix the auditor’s remuneration and in accordance with Rule 7.10(d), the shareholders may instruct the Board to do so by a resolution of the Company. The reason for this resolution is to comply with the requirement under HK Listing Rule 13.88 and the Directors consider that the authorisation will provide the Company with flexibility in fixing auditor’s remuneration.

Recommendation

The Board recommends that shareholders vote in favour of this resolution.

Recommendation

The Board recommends that shareholders vote in favour of this resolution.

Item 6: Authorisation to fix Directors’

remuneration

Shareholder’s approval is sought by way of ordinary resolution for authorising the Directors to fix the amount of a Director’s remuneration for the year ending 31 December 2020.

Reasons for resolution

In accordance with Rule 7.10(b)(10) of the Constitution, the shareholders have the power to fix the Directors’ remuneration and in accordance with Rule 7.10(d), the shareholders may instruct the Board to do so by a resolution of the Company or by members holding a majority of shares conferring a right to vote, in writing. The Directors consider that the authorisation will provide the Company flexibility in fixing Directors’ remuneration.

Remuneration for non-executive directors is currently capped for each financial year for the purposes of ASX Listing Rule 10.17. This proposed resolution does not seek to increase the aggregate amount of remuneration payable to non-executive directors in the upcoming financial year, and as such, will not affect the remuneration cap in place for the purposes of ASX Listing Rule 10.17.

Recommendation

The Board recommends that shareholders vote in favour of this resolution.

Item 7: Reappointment of Auditor and authorisation to fix Auditor’s remuneration

Shareholder’s approval is sought by way of ordinary resolution for the re-appointment of ShineWing Australia as the independent auditor of the Company and authorising the Directors to fix the amount of the Auditor’s remuneration for the year ending 31 December 2020.

Item 8: General mandate to issue shares

The Company’s existing mandate to issue Shares was approved by its shareholders at the annual general meeting held on 31 May 2019. Unless otherwise renewed, the existing mandate to issue Shares will lapse at the conclusion of the AGM. Shareholders’ approval is sought by way of ordinary resolution for granting a general mandate to the Directors to exercise the powers of the Company to allot, issue and deal with additional Shares in the share capital of the Company representing up to 20% of the total number of issued Shares immediately after the passing of the resolution in relation to such general mandate.

Reasons for resolution

The reason for this resolution is to ensure flexibility and discretion to the Directors in the event that it becomes desirable to issue new Shares. The Directors wish to state that they have no immediate plans to issue any new Shares pursuant to such general mandate.

As at the Latest Practicable Date, the number of Shares in issue was 1,320,439,437. Assuming no further Shares will be issued before the date of the AGM, the Directors would be granted a general mandate to issue up to a maximum of 264,087,887 Shares.

This resolution is commonly sought for companies publiclylisted in Hong Kong. Unless the Company obtains this general mandate, its ability to exercise its right to issue shares under ASX Listing Rule 7.1 without obtaining shareholder approval is limited. Regardless of the passing of this resolution, ASX Listing Rule 7.1 will continue to apply to the Company (the Company is ineligible to seek shareholder approval under ASX Listing Rule 7.1A). This means that shareholder approval would be required for the issue of such number of shares as exceeded the 15% placement capacity which is set out in ASX Listing Rule 7.1 (although it should be noted that ASX has temporarily through to 31 July 2020 (unless ASX otherwise decides to remove or extend the waiver), and subject to certain conditions, increased the 15% limit on placements in Listing Rule 7.1 to 25% to allow listed entities to raise capital urgently to sustain them as the effects of the COVID-19 pandemic become apparent). The Company confirms that it will comply with all regulatory requirements under the Corporations Act and with the relevant ASX Listing Rules if it were to issue shares that are not within the Company’s capacity under ASX Listing Rule 7.1.

21 YANCOAL NOTICE OF MEETING 2020

Explanatory Notes Continued

Recommendation

The Board recommends that shareholders vote in favour of this resolution.

Item 9: General mandate to repurchase shares

The Company’s existing mandate to repurchase Shares was approved by its shareholders at the annual general meeting held on 31 May 2019. Unless otherwise renewed, the existing mandate to repurchase Shares will lapse at the conclusion of the AGM. Shareholder approval is sought by way of ordinary resolution for granting a general mandate to the Directors to repurchase shares not exceeding 10% of the total number of issued Shares as at the date of the relevant resolution approving such mandate ( Proposed Repurchase Mandate ) to the Directors to exercise the powers of the Company to repurchase shares representing up to 10% of the total number of issued shares immediately after the passing of the resolution in relation to the Proposed Repurchase Mandate.

Explanation statement and reasons for resolution

Share Capital

As at the Latest Practicable Date, there were in issue a total of 1,320,439,437 Shares. Subject to the passing of the ordinary resolution granting the Proposed Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the AGM, the Company will be allowed to repurchase a maximum of 132,043,943 Shares which represent 10% of the total number of issued Shares during the period ending on the earlier of the conclusion of the next annual general meeting of the Company, or the date by which the next annual general meeting of the Company is required to be held by law or by the Constitution, or the date upon which such authority is revoked or varied by an ordinary resolution of the shareholders in general meeting.

Rule 10.06(5) of HKEx Listing Rules provides that the listing of all shares purchased by the Company is automatically cancelled and that the certificates for those Shares must be cancelled and destroyed.

Any repurchase of Shares by the Company would also need to comply with the requirements imposed by the Corporations Act and the ASX Listing Rules, including the lodging of an Appendix 3C in relation to the proposed share buy-back.

Reasons and funding of Repurchases

The Directors believe that it is in the best interest of the Company and the shareholders as a whole, to seek the Proposed Repurchase Mandate from the shareholders to enable the Company to repurchase Shares on the Stock Exchange. The Directors have sought the grant of the proposed Repurchase Mandate to give the Company the flexibility to repurchase the Shares if and when appropriate. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the shareholders as a whole.

Repurchases of Shares will be financed out of funds legally available for such purpose and in accordance with the Constitution, the Corporations Act, the ASX Listing Rules and HK Listing Rules. However, the Directors did not have a concrete plan to exercise the Proposed Repurchase Mandate as at the Latest Practicable Date and, accordingly, did not have the associated proposal on the source of funds to finance the repurchase, if any. When the Directors consider that it is appropriate and beneficial to the Company and the shareholders for them to exercise the Proposed Repurchase Mandate, the Directors will consider whether internal resources, loans or other forms of finance would be the most appropriate source of funds and, in this regard will take into account, among other things, the financial position of the Group and the costs of the funds.

At present, the Directors have no intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interest of the Company. There could be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements of the Company as at 31 December 2019, being the latest published audited financial statements of the Company), if the Share Repurchase mandate is exercised in full at any time. The Directors do not propose to exercise the mandate to repurchase Shares to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

General

As at the Latest Practicable Date, none of the Directors nor any of their respective close associates (as defined in the HK Listing Rules) have any present intention to sell any Shares to the Company or its subsidiaries in the event that the Proposed Repurchase Mandate is approved at the AGM and is exercised.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Proposed Repurchase Mandate in accordance with the HK Listing Rules and the applicable laws of Australia.

As at the Latest Practicable Date, no core connected person has notified the Company that he/she has a present intention to sell any Shares to the Company, or has undertaken not to do so, in the event that the Proposed Repurchase Mandate is approved at the AGM and is exercised.

If, as a result of a repurchase of Shares, a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of Rule 32 of the Hong Kong Code on Takeovers and Mergers ( Takeovers Code ). Accordingly, a shareholder, or a group of shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase of the shareholder’s interests, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

Explanatory Notes Continued

As at the Latest Practicable Date and to the best knowledge and belief of the Directors, Yankuang is the controlling shareholder of Yanzhou which directly holds a total of 822,157,715 Shares. As Yankuang is entitled to exercise or control the exercise of more than one-third of the voting power at general meetings of Yanzhou, Yankuang is taken to have an interest under the SFO in the same block of 822,157,715 Shares, representing approximately 62.26% of the issued Shares.

In the event that the Directors should exercise in full the Proposed Repurchase Mandate, the shareholding of each of Yankuang and Yanzhou in the Company will be increased to approximately 69.18% of the issued Shares (if the present shareholding remains the same). Taking into account that 22 each of Yankuang and Yanzhou is already holding more than 50% of the issued shares of the Company, it is not YANCOAL expected that the repurchase of Shares would give rise to a NOTICE OF MEETING mandatory offer obligation under Rule 26 of the Takeovers 2020 Code. Save as aforesaid, the Directors are not aware of any other consequence which would arise under the Takeovers Code as a result of any repurchase of Shares pursuant to the Proposed Repurchase Mandate.

Rule 8.08(1)(a) of the HK Listing Rules requires that at least 25% of an issuer’s total issued share capital must at all times be held by the public. The Company obtained a waiver under Rule 8.08(1)(d) of the HK Listing Rules to accept a lower public float percentage and the Company’ minimum public float is approximately 15.37%. Based on the information that is publicly available to the Company and within the knowledge of the Directors as at the Latest Practicable Date, the Company has maintained the minimum public float of approximately 15.37% under the Hong Kong Listing Rules. In the opinion of the Directors, the exercise of the Proposed Repurchase Mandate may reduce public float to below 15.37% of the total number of Shares in issue as approved by the Stock Exchange. At present, the Directors have no intention to repurchase Shares to such extent as to result in the number of Shares held in the hands of the public falling below the prescribed limit as approved by The Stock Exchange of Hong Kong Limited.

Share Repurchase made by the Company

No repurchase of Shares has been made by the Company (whether on the Stock Exchange, ASX Limited or otherwise) in the six months preceding the Latest Practicable Date.

Share Prices

The highest and lowest traded prices for the Shares recorded on the Stock Exchange during each of the previous twelve months preceding the Latest Practicable Date were as follows:

	Highest	Lowest
	traded	traded
	prices	prices
Month	HK$	HK$
2019
July	17.08	16.00
August	17.08	14.80
September	17.50	15.60
October	16.24	15.52
November	16.24	15.54
December	15.80	15.12
2020
January	15.66	15.00
February	15.28	14.76
March	15.58	11.22
April	11.72	11.00
May	12.10	10.80
June (up to and including the
Latest Practicable Date)	10.68	13.00

Recommendation

The Board recommends that shareholders vote in favour of this resolution.

Item 10: Extension of general mandate to add the number of repurchased shares

Shareholders’ approval is sought by way of ordinary resolution for, subject to the passing of the resolutions numbered 8 and 9, extending the authority given to the Directors pursuant to resolution numbered 8 to issue Shares by adding the number of issued Shares repurchased under resolution numbered 9.

Reasons for resolution

The reason for this resolution is to ensure flexibility to the Directors to exercise the powers of the Company to allot and issue more Shares in the event that the Proposed Repurchase Mandate is exercised.

Recommendation

The Board recommends that shareholders vote in favour of this resolution.