Whitehaven Coal : 23 Sep 2016 - Notice of 2016 Annual General Meeting (0.40MB PDF)

23 September 2016‌‌‌

The Manager

Company Announcements Office Australia Securities Exchange Level 4, Exchange Centre

20 Bridge Street

Sydney NSW 2000

Dear Sir,

Notice of 2016 Annual General Meeting

Attached is the Notice of Meeting and Proxy Form for the Whitehaven Coal Limited Annual General Meeting to be held at 2:00pm on 27 October 2016 at The Mint, 10 Macquarie Street, Sydney.

The Notice of Meeting will be posted on Whitehaven's website: www.whitehavencoal.com.au

Yours sincerely

Timothy Burt

General Counsel & Company Secretary

Whitehaven Coal ABN 65 086 426 253

Level 28, 259 George Street, Sydney NSW 2000 | P +61 2 8507 9700| F +61 2 8507 9701 PO Box R1113, Royal Exchange NSW 1225

WHITEHAVENCOAL.COM.AU

Notice of annual general meeting‌

Whitehaven Coal Limited ACN 124 425 396

Notice is given that the annual general meeting of Whitehaven Coal Limited (Company) will be held at:

To receive and consider the Company's financial reports and the reports of the directors and the auditor for the financial year ended 30 June 2016.

To consider and, if in favour, to pass the following as an ordinary resolution:

1. 'That the Remuneration Report for the financial year ended 30 June 2016 be adopted'.

   Notes:

   • The vote on this resolution is advisory only and does not bind the directors or the Company.

   • A voting exclusion applies to this resolution.

     Grant of long term incentive to Managing Director under Equity Incentive Plan

     To consider and, if in favour, to pass the following as an ordinary resolution:

2. 'That approval is given to grant 558,893 rights and 1,822,081 options to receive fully paid ordinary shares in the Company to the Company's Managing Director and Chief Executive Officer, Mr Paul Flynn, under the Whitehaven Equity Incentive Plan on the terms summarised in the explanatory memorandum'.

   Note: A voting exclusion applies to this resolution.

   Election of directors

   To consider and, if in favour, to pass the following as ordinary resolutions:

3. 'That Raymond Zage, who retires under rule 16.1 of the Constitution, be re-elected as a director of the Company'.

4. 'That Christine McLoughlin, who retires under rule 16.1 of the Constitution, be re-elected as a director of the Company'.

Note: Information about each candidate appears in the explanatory memorandum.

Dated 23 September 2016 By order of the Board

Timothy Burt Company secretary

1. The accompanying explanatory memorandum forms part of this notice and should be read in conjunction with it.

2. A shareholder who is entitled to attend and cast a vote at the meeting is entitled to appoint a proxy.

3. The proxy need not be a shareholder of the Company.

4. A shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

5. A shareholder may appoint a body corporate or an individual as its proxy. A body corporate appointed as a shareholder's proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the shareholder's proxy. A "Certificate of Appointment of Corporate Representative" should be completed and lodged in the manner specified below.

6. If you wish to appoint a proxy, then complete and lodge the attached proxy form in one of the following ways:

   • By mail to:

     Computershare Investor Services Pty Limited GPO Box 242 Melbourne

     Victoria 3001 Australia;

   • By fax to 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia); or

   • By visiting the website http://www.investorvote.com.au/

     You will need your Security holder Reference Number (SRN) or Holder Identification Number (HIN) and control numbers as shown on 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.

7. Your proxy form must be received no later than 2.00pm (Sydney time) on Tuesday 25 October 2016. Proxy Forms received after this time will not be effective. If the proxy form is signed under a Power of Attorney, a certified copy of this document must also be received by this time.

8. If:

   • a poll is duly demanded at the meeting in relation to a proposed resolution; and

   • you have appointed a proxy (other than the Chairman of the meeting) and specified the way the proxy is to vote on the resolution; and

   • the proxy is either not recorded as attending the meeting or does not vote on the resolution,

     the Chairman of the meeting will, before voting on the resolution closes, be taken to have been appointed as your proxy for the purposes of voting on that resolution and must vote in accordance with your written direction.

9. The Company has determined under regulation 7.11.37 of the Corporations Regulations 2001 that for the purpose of voting at the meeting or adjourned meeting, securities are taken to be held by those persons recorded in the Company's register of shareholders as at 7.00pm (Sydney time) on Tuesday 25 October 2016.

10. If you have any queries on how to cast your votes call Whitehaven's Company Secretary, Timothy Burt, on +612 8507 9700 or the Company's share registry, Computershare Investor Services Pty Limited, on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia) during business hours.

Resolution 1

The Company will disregard votes cast on Resolution 1:

1. by or on behalf of a member of Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member (regardless of the capacity in which the vote is cast); or

2. as a proxy by a member of the Company's Key Management Personnel at the date of the meeting or their Closely Related Party,

   unless the vote is cast as a proxy for a person entitled to vote on Resolution 1:

3. in accordance with a direction on the proxy form; or

4. by the Chairman of the meeting pursuant to an express authorisation in the proxy form to vote as the proxy decides, even though the resolution is connected with the remuneration of the Key Management Personnel.

Resolution 2

The Company will disregard votes cast on Resolution 2:

1. by or on behalf of Mr Flynn or any of his associates (regardless of the capacity in which the vote is cast); or

2. as proxy by a member of the Key Management Personnel at the date of the meeting or their Closely Related Party, unless the vote is cast as a proxy for a person entitled to vote on Resolution 2:

3. in accordance with a direction on the proxy form; or

4. by the Chairman of the meeting pursuant to an express authorisation in the proxy form to vote as the proxy decides, even though the resolution is connected with the remuneration of the Key Management Personnel.

The Corporations Act places certain restrictions on the ability of Key Management Personnel (including the Chairman of the meeting) and their Closely Related Parties to vote on Resolutions 1 and 2, including where they are voting as proxy for another shareholder. To ensure that your votes are counted, you are encouraged to direct your proxy as to how to vote on Resolutions 1 and 2 by indicating your preference by completing any of the 'For', 'Against' or 'Abstain' boxes on the proxy form.

If you appoint the Chairman of the meeting as your proxy or the Chairman of the meeting becomes your proxy by default but you do not direct the Chairman how to vote in respect of Resolutions 1 and 2, then by completing and returning the proxy form, you will be expressly authorising the Chairman of the meeting to vote in respect of Resolutions 1 and 2 as he or she decides, even though Resolutions 1 and 2 are connected with the remuneration of Key Management Personnel.

Any:

• corporate shareholder; or

• corporate proxy appointed by a shareholder,

which has appointed an individual to act as its corporate representative at the meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company's representative. The authority may be sent to the Company or its share registry, Computershare Investor Services Pty Limited, in advance of the meeting or handed in at the meeting when registering as a corporate representative. A "Certificate of Appointment of Corporate Representative" form is available by contacting the Company's share registry, Computershare Investor Services Pty Limited, on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia).