Yancoal Australia Ltd — Proxy Solicitation & Information Statement 2023

Sep 13, 2023

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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

14 September 2023

ASX Release:

Notice of Extraordinary General Meeting

Authorised for lodgement by the Board of Yancoal Australia 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, 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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Shareholders ( EGM ) of Yancoal Australia Limited ( Yancoal or the Company ) will be held at 11:00 am (AEDT) (being 8:00 am (HKT)) on Wednesday, 18 October 2023 at Darling Park, The Pavilion, 201 Sussex Street, Sydney NSW 2000, Australia.

The circular of the EGM ( Circular ) provides additional information on matters to be considered at the EGM.

ORDINARY RESOLUTIONS

The purpose of this EGM is to consider and, if thought fit, pass the Resolutions set out below in relation to the Company’s proposed entry into the 2023 Yankuang Energy Framework Agreement For Coal Sales (as defined below), the 2023 YIT Framework Agreement For Coal Sales (as defined below) and three arrangements for the sale of coal, with three trading companies associated with the Company’s majority shareholder, Yankuang Energy Group Co., Limited ( Yankuang Energy , together with its subsidiaries (excluding the Yancoal Group), Yankuang Energy Group ) and its controlling shareholder Shandong Energy Group Co., Ltd ( Shandong Energy ), being Yancoal International Trading Co., Ltd ( YIT ), Yankuang Lucky International Company Limited ( YLIL ) and Shandong Energy (Hainan) Intelligent International Technology Co., Ltd ( HII ) respectively (the Proposed Coal Sales Agreements ).

Information on the Resolution is set out below and in the Circular (of which this Notice of Meeting forms a part).

– 1 –

• 1 Resolution – Approval for entry into the 2023 Yankuang Energy Framework Agreement For Coal Sales

To consider and, if thought fit, pass the following as an Ordinary Resolution :

“ THAT

• (a) the execution of the 2023 Yankuang Energy Framework Agreement For Coal Sales dated 14 September 2023 (the 2023 Yankuang Energy Framework Agreement For Coal Sales ) entered into between the Company and Yankuang Energy, pursuant to which the Yancoal Group has agreed to continue to sell coal to Yankuang Energy and/or their subsidiaries (excluding the Yancoal Group) during the period from 1 November 2023 to 31 October 2026, and all transactions contemplated thereunder be and are hereby approved; and

• (b) the directors of the Company (the Directors ) or a duly authorised committee of the board of Directors (the Board ) be and are hereby authorised to do all such acts and things (including, without limitation, signing, executing (under hand or under seal), perfecting and delivery of all agreements, documents and instruments) which are in their opinion, necessary, appropriate, desirable or expedient to implement or to give effect to the terms of the 2023 Yankuang Energy Framework Agreement For Coal Sales and all transactions contemplated thereunder and all other matters incidental thereto or in connection therewith and to agree to and make such variation, amendment and waiver of any of the matters relating thereto or in connection therewith that are, in the opinion of the Directors, not material to the terms of the 2023 Yankuang Energy Framework Agreement For Coal Sales and all transactions contemplated thereunder and are in the interests of the Company.”

• 2 Resolution – Approval for entry into the 2023 YIT Framework Agreement For Coal Sales

To consider and, if thought fit, pass the following as an Ordinary Resolution :

“ THAT

• (a) the execution of the 2023 YIT Framework Agreement For Coal Sales dated 14 September 2023 (the 2023 YIT Framework Agreement For Coal Sales ) entered into between the Company and YIT, pursuant to which the Yancoal Group has agreed to continue to sell coal to YIT and/or its subsidiaries (excluding the Yankuang Energy Group) during the period from 1 November 2023 to 31 October 2026, and all transactions contemplated thereunder be and are hereby approved; and

– 2 –

• (b) the Directors or a duly authorised committee of the Board be and are hereby authorised to do all such acts and things (including, without limitation, signing, executing (under hand or under seal), perfecting and delivery of all agreements, documents and instruments) which are in their opinion, necessary, appropriate, desirable or expedient to implement or to give effect to the terms of the 2023 YIT Framework Agreement For Coal Sales and all transactions contemplated thereunder and all other matters incidental thereto or in connection therewith and to agree to and make such variation, amendment and waiver of any of the matters relating thereto or in connection therewith that are, in the opinion of the Directors, not material to the terms of the 2023 YIT Framework Agreement For Coal Sales and all transactions contemplated thereunder and are in the interests of the Company.”

• 3 Resolution – Approval for entry into the Proposed Coal Sales Agreements

To consider and, if thought fit, pass the following as an Ordinary Resolution :

“ THAT

• (a) for the purposes of ASX Listing Rule 10.1 and for all other purposes, entry by the Company (directly or via Yancoal Australia Sales Pty Ltd or any of its subsidiaries) into the Proposed Coal Sales Agreements on the terms described in the circular accompanying this Notice of Meeting, be and are hereby approved; and

• (b) the Directors or a duly authorised committee of the Board be and are hereby authorised to do all such acts and things (including, without limitation, signing, executing (under hand or under seal), perfecting and delivering all agreements, documents and instruments) which are in their opinion, necessary, appropriate, desirable or expedient to implement or to give effect to the terms of the Proposed Coal Sales Agreements and all transactions contemplated thereunder and all other matters incidental thereto or in connection therewith and to agree to and make such variation, amendment and waiver of any of the matters relating thereto or in connection therewith that are, in the opinion of the Directors, not material to the terms of the Proposed Coal Sales Agreements and all transactions contemplated thereunder and are in the interests of the Company .”

– 3 –

Voting Exclusion Statement for Resolution:

In accordance with ASX Listing Rule 10.5.9 and 14.11, the Company will disregard any votes cast on the Resolution by or on behalf of any of the following ( Excluded Persons ):

• YIT, YLIL and HII and any person who will obtain a material benefit as a result of the Company’s entry into the Proposed Coal Sales Agreements (except a benefit solely by reason of being the holder of ordinary securities in the Company); or

• any associate of those persons (as defined under the ASX Listing Rules) including the Company’s majority shareholder, Yankuang Energy Group Co., Limited ( Yankuang Energy ).

However, this does not apply to a vote cast in favour of the Resolution 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; or

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

• a Shareholder 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 Shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

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

Independent Expert’s Report for Listing Rule 10.1 purposes

Yancoal’s Independent Board Committee appointed Lonergan Edwards & Associates Limited to prepare an Independent Expert’s Report providing an opinion as to whether the Proposed Coal Sales Agreements are fair and reasonable to the holders of the Company’s ordinary shares whose votes in favour of the Proposed Coal Sales Agreements are not to be disregarded ( Independent Shareholders ), in accordance with Listing Rule 10.5.10.

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The Independent Expert has concluded that the Proposed Coal Sales Agreements are fair and reasonable to the Independent Shareholders of the Company.

A copy of the Independent Expert’s Report is set out in the “Report from Lonergan Edwards” in the Circular and is also available at the Company’s website at https://www.yancoal.com.au/page/en/investors/. A hard copy of the Independent Expert’s Report can be requested by Shareholders from the Company via Computershare by email web.queries@computershare.com.au or by calling Computershare at 1300 850 505 from within Australia or +61 3 9415 4000 from outside of Australia at no cost to Shareholders. Shareholders are encouraged to read and carefully consider that Independent Expert’s Report.

Record Date at the EGM

The time for determining the voting entitlements of the holders of ordinary securities in the Company at the EGM will be 8:00 p.m. (Sydney, Australian time) on Thursday, 12 October 2023 (being 5:00 p.m. (Hong Kong time)) ( Record Time ). Hong Kong Shareholders who wish to attend and vote at the EGM should lodge the transfer documents and relevant share certificates with the Company’s registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong on or before 4:30 p.m. (Hong Kong time) on Thursday, 12 October 2023.

The Corporations Regulations 2001 and the ASX Settlement Operating Rules of Australia 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 dual-primary listing on the Australian Securities Exchange and The Stock Exchange of Hong Kong Limited, the stipulated Record Time for the Company’s EGM will be set as outlined above, which will fall on the fourth business day before the EGM. This is earlier than what shareholders and investors of the Company in Australia may be accustomed to.

Therefore, to be eligible to attend and vote at the EGM, a Shareholder must be a registered holder of the Company’s ordinary securities by no later than the Record Time. If a Shareholder’s name is not on the Company’s register of members as at the Record Time, that Shareholder will be ineligible to attend and vote at the EGM. All share transfers registered after the Record Time will be disregarded in determining the voting entitlements of holders of ordinary securities in the Company at the EGM.

By order of the Board Yancoal Australia Ltd Baocai ZHANG Chairman

Dated 14 September 2023

• for identification purpose only

As of the date of this announcement, the executive Director is Mr. Ning Zhang, the non-executive Directors are Mr. Baocai Zhang, Mr. Gang Ru, Mr. Yaomeng Xiao, Mr. Xiaolong Huang and Mr Changyi Zhang and the independent non-executive Directors are Mr. Gregory James Fletcher, Dr. Geoffrey William Raby and Ms. Helen Jane Gillies.

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ABN 82 111 859 119

Need assistance?

Phone:

1300 855 080 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

YAL

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 11:00 am (AEDT) (being 8:00 am (HKT)) on Monday, 16 October 2023.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

All your securities will be voted in accordance with your directions.

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

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Control Number: 999999

SRN/HIN: I9999999999 PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

Samples/000001/000002

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.

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I ND

Proxy Form

Step 1

Appoint a Proxy to Vote on Your Behalf

Please mark

to indicate your directions

XX

I/We being a member/s of Yancoal Australia Ltd hereby appoint

the Chairman OR of the Meeting

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Extraordinary General Meeting of Yancoal Australia Ltd to be held at Darling Park, The Pavilion, 201 Sussex Street, Sydney NSW 2000, Australia on Wednesday, 18 October 2023 at 11:00 am (AEDT) (being 8:00 am (HKT)) and at any adjournment or postponement of that meeting.

Step 2

Items of Business

PLEASE NOTE: 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.

For Against Abstain

Resolution 1 Approval for entry into the 2023 Yankuang Energy Framework Agreement For Coal Sales Resolution 2 Approval for entry into the 2023 YIT Framework Agreement For Coal Sales Resolution 3 Approval for entry into the Proposed Coal Sales Agreements

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The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

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Step 3 Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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