Yancoal Australia Ltd — Proxy Solicitation & Information Statement 2023

Sep 14, 2023

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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)

FORM OF PROXY EXTRAORDINARY GENERAL MEETING

I/We (Name)

of (Address) being the holder(s) of

(Block capitals, please)

(see Note 1) ordinary shares in the share capital of Yancoal Australia Ltd (the “Company”)

hereby appoint (Name)

of (Address)

or failing him/her (Name)

of (Address)

or failing him/her, the chairman of the meeting (see Note 2) as my/our proxy to attend and vote for me/us and on my/our behalf at the Extraordinary General Meeting of the Company (the “EGM”) to be held at Darling Park, The Pavilion, 201 Sussex Street, Sydney NSW 2000, Australia at 11.00 am (AEDT) (being 8.00 am (HKT)) on Wednesday, 18 October 2023 and at any adjournment thereof or on any resolution or motion which is proposed thereat. My/our proxy is authorised and instructed to vote as indicated (see Note 3) in respect of the undermentioned resolutions:

	Ordinary Resolutions For (see Note 3) Against (see Note 3) Abstain (see Notes 3 and 4) 1. Approval for entry into the 2023 Yankuang Energy Framework Agreement For Coal Sales 2. Approval for entry into the 2023 YIT Framework Agreement For Coal Sales 3. Approval for entry into the Proposed Coal Sales Agreements

The proposed resolutions set out in this proxy form are by way of summary only. For the full text of the proposed resolutions, please refer to the notice of EGM of the Company. Unless otherwise defined, capitalised terms used in this form of proxy shall have the same meanings as defined in the notice of EGM.

Signature(s)

(see Notes 5 and 6) Dated this day of , 2023

Notes:

1. Please insert the number of shares registered in your name(s); if no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

2. A member may appoint up to two proxies of his/her own choice. Where a member appoints two proxies, the number of shares in respect of which each such proxy so appointed must be specified. Otherwise each proxy may exercise half of the votes. If such an appointment is made, strike out the words “the chairman of the meeting”, and insert the name(s) of the person(s) appointed as proxy in the space provided. Any alteration made to this form of proxy must be initialled by the person who signs it.

3. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK ( ✔ ) THE BOX MARKED “For”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK ( ✔ ) THE BOX MARKED “Against”. IF YOU WISH TO ABSTAIN FROM ANY RESOLUTION, PLEASE TICK ( ✔ ) THE BOX MARKED “Abstain”. Failure to tick a box will entitle your proxy to cast your vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

4. If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

5. If the appointor is a corporation, this form must be under common seal or under the hand of an officer, attorney, or other person duly authorised on that behalf.

6. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated.

Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.

1. To be valid, this form of proxy must be completed, signed and deposited at the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, together with the power of attorney or any other authority under which it is signed (or a certified copy thereof), no later than 48 hours before the time for holding the meeting (i.e. not later than 11.00am (AEDT) (being 8.00am (HKT)) on Monday, 16 October 2023). The completion and return of the form of proxy shall not preclude members of the Company from attending and voting in person at the above EGM (or any adjourned meeting thereof).

2. A proxy need not be a member of the Company.

PERSONAL INFORMATION COLLECTION STATEMENT

“Personal Data” in this proxy form has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Cap 486 (the “PDPO”), which may include your and/or your proxy’s name and address. Your and your proxy’s Personal Data provided in this form will be used in connection with processing your request for the appointment of a proxy to attend, act and vote on your behalf as directed above at the EGM. Your supply of your and your proxy’s Personal Data is on voluntary basis. However, the Company may not be able to process your request unless you provide us with such Personal Data. Your and your proxy’s Personal Data will be disclosed or transferred to the Company’s share registrar and/or other companies or bodies for the purpose stated above, or when it is required to do so by law, for example, in response to a court order or a law enforcement agency’s request, and will be retained for such period as may be necessary for the Company’s verification and record purpose.

By providing your proxy’s Personal Data in this form, you should have obtained the express consent (which has not been withdrawn in writing) from your proxy in using his/her Personal Data provided in this form and that you have informed your proxy of the purpose for and the manner in which his/her data may be used.

You/your proxy have/has the right to request access to and/or correction of your/your proxy’s Personal Data respectively in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your/your proxy’s Personal Data should be addressed in writing to Personal Data Privacy Officer, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

• For identification purposes only