Whitehaven Coal : FY2017 Annual Financial Report

For the year ended

30 June 2017

Directors' report 2 Consolidated statement

of comprehensive income 34 Consolidated statement of financial position 35 Consolidated statement of changes in equity 36 Consolidated statement of cash flows 37 Notes to the consolidated financial statements 38 Directors' declaration 75 Auditor's report 76 ASX additional information 83

Whitehaven Coal Limited

Directors' Report

For the year ended 30 June 2017

The Directors present their report together with the consolidated financial report of Whitehaven Coal Limited ('the Company' or 'Whitehaven'), being the Company, its subsidiaries, and the Group's interest in joint operations for the year ended 30 June 2017 and the auditor's report thereon.

1. Principal activities

   The principal activity of Whitehaven Coal Limited and its controlled entities (the 'Group') during the period was the development and operation of coal mines in New South Wales.

   In the opinion of the directors, there were no significant changes in the state of affairs of the Group that occurred during the financial year that have not been noted in the review of operations.

2. Directors and Executives

2a. Directors

The directors of the Company at any time during or since the end of the financial year are:

Name and qualifications Experience, special responsibilities and other directorships

The Hon. Mark Vaile AO

Chairman

Non-Executive Director Appointed: 3 May 2012

As Deputy Prime Minister of Australia and Leader of the National Party from 2005 to 2007, Mark established an extensive network of contacts throughout Australia and East Asia. His focus at home was with regional Australia and particularly northern NSW. As one of Australia's longest serving Trade Ministers from 1999 through until 2006 Mark led negotiations which resulted in Free Trade Agreements being concluded with the United States of America, Singapore and Thailand as well as launching negotiations with China, Japan and ASEAN.

Importantly, early in his Ministerial career as the Minister for Transport and Regional Services, Mark was instrumental in the establishment of the ARTC which operates the Hunter Valley rail network.

Mark brings significant experience as a company director having been Chairman of Aston Resources and CBD Energy Limited, and is currently an independent Director on the boards of Virgin Australia Limited and Servcorp Limited which are both listed on the ASX. Mark is also a Director of Stamford Land Corp which is listed on the Singapore Stock Exchange, a Director Trustee of HostPlus Superfund, Chairman of Palisade Regional Infrastructure Fund and Independent Director and Chairman of SmartTrans Limited.

John Conde AO

BSc, BE (Electrical) (Hons), MBA (Dist)

Deputy Chairman

Non-Executive Director Appointed: 3 May 2007

John has over 30 years of broad based commercial experience across a number of industries, including the energy sector, and was chairman of the company prior to the merger with Aston Resources. John is chairman of Bupa Australia and New Zealand, Cooper Energy Limited and The McGrath Foundation. He is also president of the Commonwealth Remuneration Tribunal and a non-executive director of the Dexus Property Group. He retired as chairman of the Sydney Symphony Orchestra in May 2015. He was previously chairman of Ausgrid (formerly Energy Australia) and Destination NSW. He was formerly chairman and managing director of Broadcast Investment Holdings, as well as a non-executive director of BHP Billiton Limited and Excel Coal Limited.

Dr Julie Beeby

BSc (Hons I), PhD (Physical Chemistry), MBA, FAICD

Non-Executive Director Appointed: 17 July 2015

Julie has more than 25 years' experience in the minerals and petroleum industries in Australia including major Australian and US resources companies and as Chief Executive Officer of WestSide Corporation, an ASX listed, Queensland-based coal seam gas company. Julie has technical, operations and strategy expertise and has held senior and executive positions in coal mining, mining services and coal seam gas

after commencing her career in coal and mineral processing research. Julie is currently the Chairman of the Queensland Electricity Transmission Corporation Limited, Powerlink Queensland, and non-executive director of OZ Minerals Limited. Julie has previously held non-executive director positions on the Boards of Gloucester Coal Limited, Forge Group Limited, CRC Mining, Queensland Resources Council and Australian Coal Research

Paul Flynn

BComm, FCA

Managing Director Appointed: 25 March 2013

Previously Non-Executive Director Appointed: 3 May 2012

Paul has extensive experience in the mining, infrastructure, construction and energy sectors gained through 20 years as a professional advisor at Ernst & Young. Paul was formerly Chief Executive Officer and Managing Director of the Tinkler Group and was instrumental in the merger of Whitehaven Coal with Aston Resources. Paul joined the Board of Whitehaven on 3 May 2012 and assumed the role

of Managing Director and CEO on 27 March 2013. As a partner for over eight years, Paul was the managing partner of Ernst & Young's Sydney office and a member of its Oceania executive team. Paul managed many of the firm's largest mining and energy clients across Australia, Asia, South and North America. Paul has also fulfilled various leadership roles with large corporations on secondment including as the CFO of a top 50 listed company.

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