31 October 2019

The Manager, Listings

Australian Securities Exchange

Company Announcements Office

Via ASX Online

Dear Sir

Amended Constitution

Attached is Whitehaven Coal Limited's amended Constitution, incorporating the amendments approved by special resolution of shareholders at the Annual General Meeting on 17 October 2019.

Yours faithfully

Timothy Burt

General Counsel & Company Secretary

Whitehaven Coal Limited ABN 68 124 425 396

Level 28, 259 George Street, Sydney NSW 2000 | P 02 8222 1100 | F 02 8222 1101

WHITEHAVENCOAL.COM.AU

PO Box R1113, Royal Exchange NSW 1225

CONSTITUTION OF

Whitehaven Coal Limited

ACN 124 425 396

History:

Adopted on: 22/3/2007

Amended: 17/10/2019

A COMPANY LIMITED BY SHARES

Constitution of

WHITEHAVEN COAL LIMITED

_________________________________________________________________________________

1. GENERAL

  1. Name of Company
    The name of the Company is Whitehaven Coal Limited.
  2. Liability of members
    The liability of shareholders is limited.
  3. Replaceable rules
    The Replaceable Rules do not apply to the Company.

2. DEFINITIONS AND INTERPRETATION

2.1 Definitions

In these rules unless it is inconsistent with the subject or context in which it is used: 'ASIC' means the Australian and Securities Investments Commission;

'ASTC Regulated Transfer' has the same meaning as in the ASX Settlement Operating Rules; 'ASX' means ASX Limited;

'ASX Settlement Operating Rules' means the operating rules of ASX Settlement Pty Limited and, to the extent that they are applicable, the operating rules of ASX and the operating rules of ASX Clear Pty Limited;

'Board' means the Directors for the time being of the Company;

'business day' means a day defined as such under the Listing Rules;

'call' includes any instalment of a call and any amount due on allotment of any share; 'Chairman' includes an acting Chairman under rule 10;

'Committee' means a Committee to which powers have been delegated by the Board pursuant to rule 18.7;

'Company' means Whitehaven Coal Limited;

'Director' means a person appointed or elected from time to time to the office of Director of the Company in accordance with these rules and includes any alternate Director duly appointed as a Director;

'Law' means the Corporations Act 2001 and the Corporations Regulations 2001 (as defined in the Corporations Act 1989);

Constitution - Whitehaven Coal Limited

'Listing Rules' means the Listing Rules of ASX and any other rules of ASX which are applicable while the Company is admitted to the Official List of ASX, each as amended or replaced from time to time, except to the extent of any express waiver by ASX;

'Managing Director' means the person appointed to that position pursuant to rule 17.1;

'Office' means the registered office from time to time of the Company;

'Official List' has the meaning specified in the Listing Rules;

'person' and words importing persons include partnerships, associations and corporations unincorporated and incorporated by Ordinance, Act of Parliament or registration as well as individuals;

'Register' means the register of shareholders of the Company and includes a branch register of shareholders established pursuant to rule 20;

'Registered address' means the address of a shareholder specified on a transfer or any other address of which the shareholder notifies the Company as a place at which the shareholder will accept service of notices;

'Restricted Security' has the meaning specified in the Listing Rules;

'Retiring Director' means a Director who is required to retire under rule 16.1 and a Director who ceases to hold office under rule 16.2;

'rules' means the rules of this constitution as altered or added to from time to time;

'Seal' means the common seal, if any, from time to time, of the Company;

'Secretary' means a person appointed as secretary of the Company and includes any person appointed to perform the duties of secretary;

'securities' includes shares, rights to shares, options to acquire shares and other securities with rights of conversion to equity;

'security holder' means a holder of securities of the Company in accordance with the Law;

'Settlement Facility' has the meaning specified in the ASX Settlement Operating Rules;

'shareholder' means a shareholder of the Company in accordance with the Law;

'shareholders present' means shareholders present at a general meeting of the Company in person or by duly appointed representative, proxy or attorney;

'shareholding account' means an entry made in the Register in respect of a shareholder for the purpose of providing a separate identification of some or all of the shares registered from time to time in the name of the shareholder;

'writing' and 'written' includes printing, typing, lithography and other modes of reproducing words in a visible form;

2.2 Interpretations

  1. words and phrases which are given a special meaning by the Law have the same meaning in these rules unless a contrary intention appears;
  2. words in the singular include the plural and vice versa;
  3. words importing a gender include each other gender;
  4. a reference to the Law or any other statute or regulations is to be read as though the words as modified or substituted from time to time' were added to the reference;

Page 2 of 38 Constitution - Whitehaven Coal Limited

  1. a reference to the Listing Rules is to the Listing Rules as are in force from time to time in relation to the Company after taking into account any waiver or exemption which is in force either generally or in relation to the Company;
  2. the headings and sidenotes do not affect the construction of these rules;
  3. an expression used in a particular Part, Division, Schedule or regulation of the Law that is given by that Part, Division, Schedule or regulation a special meaning for the purpose of that Part, Division Schedule or regulation has, in any of these rules that deals with a matter dealt with by that Part, Division, Schedule or regulation, unless the contrary intention appears, the same meaning as in that Part, Division, Schedule or regulation.

3. SHARES

  1. Issue of shares and options
    Without prejudice to any special rights conferred on the holders of any shares, and subject to the Listing Rules, any share in the capital of the Company may be issued with preferred, deferred or other special rights, obligations or restrictions, whether in regard to dividends, voting, return of share capital, payment of calls or otherwise, as the Board may from time to time determine. Except as provided by contract or these rules to the contrary, all unissued shares are under the control of the Board which may grant options on the shares, issue option certificates in respect of the shares, allot or otherwise dispose of the shares on the terms and conditions and for the consideration it thinks fit. The Company shall maintain a register of options in accordance with the Law.
  2. Power to pay commission and brokerage
    The Company may pay a commission to any person in consideration of the person subscribing or agreeing to subscribe, whether absolutely or conditionally, for any shares in the Company, or procuring or agreeing to procure subscriptions, whether absolutely or conditionally, for any shares in the Company. The commission may be paid or satisfied in cash or in shares, debentures or debenture stock of the Company or otherwise. The Company may in addition to or instead of commission pay any brokerage permitted by law.
  3. Directors may participate
    Any Director or any person who is an associate of a Director for the purposes of the Listing Rules may participate in any issue by the Company of securities unless the Director is precluded from participating by the Listing Rules.
  4. Surrender of shares
    In its discretion, the Board may accept a surrender of shares by way of compromise of any question as to whether or not those shares have been validly issued or in any other case where the surrender is within the powers of the Company. Any shares surrendered may be sold or re-issued in the same manner as forfeited shares.
  5. Joint holders
    Where 2 or more persons are registered as the holders of any shares, they are deemed to hold the shares as joint tenants with benefits of survivorship subject to the following provisions:
    1. Number of holders - the Company is not bound to register more than 3 persons as the holders of the shares (except in the case of trustees, executors or administrators of a deceased shareholder);
    2. Liability for payments - the joint holders of the shares are liable severally as well as jointly in respect of all payments which ought to be made in respect of the shares;

Page 3 of 38 Constitution - Whitehaven Coal Limited

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Whitehaven Coal Limited published this content on 31 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 October 2019 07:01:01 UTC