Yancoal Australia Ltd — Director's Dealing 2022

Jun 10, 2022

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

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Yancoal Australia Ltd ACN 111 859 119

兗煤澳大利亞有限公司 *****

(Incorporated in Victoria, Australia with limited liability)

(Hong Kong stock code: 3668) (Australian stock code: YAL)

VOLUNTARY ANNOUNCEMENT

Issue of Deferred Share Rights

Introduction

Reference is made to the announcement dated 30 May 2018 of Yancoal Australia Limited (“ Company ”) relating to the results of the 2018 annual general meeting on the website of the Australian Securities Exchange, the Company’s prospectus dated 26 November 2018 and the Company’s full year financial results announcement dated 28 February 2022 regarding the overarching equity incentive plan of the Company (“ Equity Incentive Plan ”), which was approved by the Company’s shareholders at the annual general meeting on 30 May 2018.

Issue of Deferred Share Rights

The Company has today issued 133,723 deferred share rights (“ STIP Rights ”) under the Company’s Equity Incentive Plan to Mr Ning Zhang, a Co-Vice Chairman and a director of the Company (“ Director ”), on the terms and conditions set out below, which was approved by the Company’s shareholders at the annual general meeting on 30 May 2022.

Short Term Incentive Plan

On 10 June 2022, the Company issued a total number of 133,723 STIP Rights at a nil issue price to Mr Ning Zhang, a Co-Vice Chairman and a Director, as part of the short term incentive plan (” STIP ”) under the Equity Incentive Plan, which is designed to reward eligible participants for the achievements of the Company, the business and the eligible participants’ individual goals that are aligned to the Company’s financial, operational and strategic priorities.

The STIP Rights will vest in approximately equal parts over a two-year period. 66,861 STIP Rights will vest on 1 March 2023, and the remaining 66,862 STIP Rights will vest on 1 March 2024, at the discretion of the board of the Company (“ Board ”). Also at the discretion of the Board, such rights may be settled in equity or cash.

*For identification purposes only

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If the STIP Rights vest and are exercised and settled in fully paid ordinary shares in the Company (“ Shares ”), Mr Ning Zhang will become entitled to receive 1 Share for each STIP Right. The 133,723 Shares underlying the STIP Rights issued to Mr Ning Zhang represents approximately 0.01% of the issued share capital of the Company as at the date of this announcement.

Where the STIP Rights awarded under the Company’s Equity Incentive Plan are settled in equity equivalent, Shares issued on vesting and exercise of the STIP Rights will be satisfied by way of existing Shares. As the issue of the STIP Rights forms part of the remuneration package under Mr Ning Zhang’s service contract with the Company, such issue is exempt from the reporting, announcement and independent shareholders’ approval requirements pursuant to Rule 14A.73(6) and Rule 14A.95 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

By order of the Board

Yancoal Australia Ltd Baocai ZHANG Chairman

Hong Kong, 10 June 2022

As of the date of this announcement, the executive Director is Mr. Ning Zhang, the non-executive Directors are Mr. Baocai Zhang, Mr. Xiangqian Wu, Mr. Yaomeng Xiao, 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.

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