WHITEHAVEN COAL : 12 Apr 2016 - Appendix 3B (0.45MB PDF)

Name of entity

Whitehaven Coal Limited

ABN

68 124 425 396

1

+Class of +securities issued or to be issued

Performance Share Rights

2

Number of +securities issued or to be issued (if known) or maximum number which may be issued

6,925,746 2015 Performance Share Rights, comprising:

• 1,185,979 2015 Performance Share Rights granted as Short-term Incentive (STI) awards vesting and becoming exercisable in 2016 and 2017;

• 1,166,796 2015 Performance Share Rights granted as Medium-term Incentive (MTI) awards vesting and becoming exercisable in 2017; and

• 4,572,971 2015 Performance Share Rights granted as Long-term Incentive (LTI) awards vesting and becoming exercisable in 2018 and 2019.

3

Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid

+securities, the amount outstanding and due dates for payment; if

+convertible securities, the conversion price and dates for conversion)

All 2015 Performance Share Rights were issued on the following terms:

1. the holder has a right to be issued Ordinary Shares on exercise of the Performance Share Rights;

2. vested Performance Share Rights expire on 13 August 2025; and

3. the exercise price is nil.

2015 Performance Share Rights which were issued as STI awards vest subject to the following:

1. 482,068 subject to the holder still being employed by the Whitehaven Group on 13 August 2016;

2. 482,056 subject to the holder still being employed by the Whitehaven Group on 13 August 2017; and

3. 221,855 subject to the company achieving certain performance based hurdles prior to 13 August 2017.

2015 Performance Share Rights which were issued as MTI awards vest subject to the company achieving a specified total shareholder return over the period 1 July 2015 to 30 June 2017 and vesting is on a sliding scale.

2015 Performance Share Rights which were issued as LTI awards vest subject to the following:

1. 1,371,895 subject to the company achieving a specified total shareholder return over the period 1 July 2015 to 30 June 2018 and vesting is on a sliding scale;

2. 1,371,887 subject to the company achieving a specified total shareholder return over the period 1 July 2015 to 30 June 2019 and vesting is on a sliding scale; and

3. 1,829,189 subject to the company achieving a specified costs per tonne target over the period from 1 July 2017 to 30 June 2018 and vesting is on a sliding scale.

4

Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted

+securities?

If the additional +securities do not rank equally, please state:

• the date from which they do

• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

No, however the shares issued on vesting and exercise of the Performance Share Rights will rank equally with existing fully paid ordinary shares

5

Issue price or consideration

Nil

6

Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

The 2015 Performance Share Rights were issued under the Company's Equity Incentive Plan for executives and management

6a

Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

N/A

6b

The date the security holder resolution under rule 7.1A was passed

N/A

6c

Number of +securities issued without security holder approval under rule 7.1

N/A

6d

Number of +securities issued with security holder approval under rule 7.1A

N/A

6e

Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

N/A

6f

Number of +securities issued under an exception in rule 7.2

N/A

6g

If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the

+issue date and both values. Include the source of the VWAP calculation.

N/A

6h

If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

N/A

6i

Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements

N/A

7

+Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

11 April 2016

Number

+Class

8

Number and +class of all +securities quoted on ASX (including the

+securities in section 2 if applicable)

1,026,045,8851

Fully paid ordinary shares

Number

+Class