Yancoal Australia : 2022 AGM Notice of Meeting and Proxy form

Australian Securities Exchange (ASX), Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (HKSE) take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this document.

YANCOAL AUSTRALIA LTDNOTICE OF 2022 ANNUAL

GENERAL MEETING

(Incorporated in Victoria, Australia with limited liability) Australian stock code: YAL

Hong Kong stock code: 3668

Notice is given that the 2022 Annual General Meeting (AGM) of Yancoal Australia Ltd (Yancoal or Company) will be held at 11.00am (AEST) (being 9.00am (HKT)) on Monday, 30 May 2022 at Darling Park, The Pavilion, 201 Sussex Street, Sydney NSW 2000, Australia. Registration will commence at 10.00 am (AEST).

Circumstances relating to COVID-19 are changing rapidly. The Company will update shareholders if changing circumstances will impact planning or the arrangements for the AGM by way of announcement on ASX and the details will also be made available on our website atwww.yancoal.com.au/page/en/investors. For further information, please read the "Information for Shareholders" section on page 4.

BUSINESSItem 1: Financial Statements and Reports

To receive and consider the Financial Report of the Company and its controlled entities and the Reports of the Directors and the Auditor for the financial year ended

31 December 2021.

Item 2: Election of Director

To consider and, if thought fit, pass the following resolution as ordinary resolution:

That Yaomeng Xiao, having been nominated under rule 8.1(i)(2) of the Company's Constitution, be elected as a non-executive Director of the Company with effect from the conclusion of the meeting.

Information about the above candidate appears in the Explanatory Notes.

Item 3: Remuneration Report

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

That the Remuneration Report for the year ended 31 December 2021 and as set out in the 2021 Annual Report on pages 27 to 38 (inclusive) be adopted.

Note: In accordance with section 250R(3) of the Corporations Act 2001 (Cth) (Corporations Act), the vote on this resolution is advisory only and does not bind the Directors or the Company.

Voting exclusion in respect of Item 3 pursuant to section 250R(4) and (5) of the Corporations Act:

The Company will disregard any votes cast on Item 3:

• • by or on behalf of a member of the Key Management Personnel (KMP) named in the Remuneration Report for 2021 or their closely related parties, regardless of the capacity in which the vote is cast; or

• • as a proxy by a person who is a member of the KMP at the date of the AGM or their closely related parties, unless the vote is cast as proxy:

• • for a person entitled to vote on Item 3 as proxy or attorney in accordance with the direction on the proxy form specifying how the proxy is to vote; or

• • by the Chairman of the AGM for a person entitled to vote on Item 3 pursuant to an express authorisation in the proxy form to vote as the Chairman sees fit (even though the resolution is connected directly or indirectly with the remuneration of the KMP).

'Closely related party' is defined in the Corporations Act and includes a spouse, dependent and certain other close family members, of the KMP, as well as any companies controlled by the KMP.

Item 4: Issue of Rights to Co-Vice Chairman under Equity Incentive Plan

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

1

YANCOAL NOTICE OF

MEETING 2022

That, for the purposes of ASX Listing Rule 10.14 and all other purposes, approval be given for the issue of up to 133,723 Deferred Share Rights (as defined in the Explanatory Notes to this Notice of Meeting) to Mr Ning Zhang, the Co-Vice Chairman of the Company, under the Company's Equity Incentive Plan on the terms set out in the Explanatory Notes to this Notice of Meeting.

Voting exclusion statement in respect of Item 4:

In accordance with the ASX Listing Rules, the Company will disregard any votes cast in favour of Item 4:

• • by a person referred to in ASX Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Company's Equity Incentive Plan; or

• • any associate of those persons.

(Currently, executive Directors of the Company are the only Directors who are eligible to participate in the Company's Equity Incentive Plan.)

2

YANCOAL NOTICE OF MEETING 2022

However, the Company need not disregard a vote 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;

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

• • a holder acting solely in a nominee, trustee custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • o the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

  • o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Item 5: Reappointment of Auditor and authorisation to fix Auditor's remuneration

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

That ShineWing Australia be reappointed as the independent auditor of the Company and that the Board is authorised to fix the auditor's remuneration for the year ending 31 December 2022.

Information about this resolution appears in the Explanatory Notes.

Item 6: General mandate to issue shares

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

That: (1)

subject to paragraph 6(3) below, and subject to compliance with the prevailing requirements under relevant laws, rules and regulations, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to allot, issue or otherwise deal with additional shares of the Company (Shares) or securities convertible into Shares, and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into Shares) which may require the exercise of suchpowers, be and is hereby generally and unconditionally approved;

• (2) the approval in paragraph 6(1) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements and/or options which may require the exercise of such powers after the end of the Relevant Period;

• (3) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors during the Relevant Period pursuant to paragraph 6(1) above, otherwise than pursuant to (1) a Rights Issue (as hereinafter defined); or (2) the grant or exercise of any option under the option scheme of the Company or any other option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of Shares or rights to acquire Shares; or (3) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Constitution in force from time to time; or (4) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into Shares, subject to compliance with the prevailing requirements under relevant laws, rules and regulations, shall not exceed 20% of the total number of issued Shares as at the date of passing this resolution and the said approval shall be limited accordingly; and

• (4) for the purpose of this resolution:

  (A) "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

(a) the conclusion of the next annual general meeting of the Company;

• (b) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Constitution to be held; or

• (c) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

(B)

"Rights Issue" means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares whose names appear on the register of members on a fixed record date in proportion to their holdings of Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company).

Information about this resolution appears in the Explanatory Notes.

Item 7: General mandate to repurchase shares

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

That:

• (1) subject to paragraph 7(2) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase the Shares on The Stock Exchange of Hong Kong Limited (Stock Exchange) or on any other stock exchange on which the Shares may be listed and recognised for this purpose by The Securities and Futures Commission of Hong Kong (Commission) and the Stock Exchange and, subject to and in accordance with all applicable laws, the Code on Share Buy-backs issued by the Commission and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange, be and is hereby generally and unconditionally approved;

• (2) the aggregate number of the Shares, which the Company is authorised to repurchase pursuant to the approval in paragraph 7(1) above shall not exceed 10% of the total number of issued Shares at the date of passing of this resolution, and the said approval shall be limited accordingly;

• (3) subject to the passing of each of the paragraphs 8(1) and 8(2) of this resolution, any prior approvals of the kind referred to in paragraphs 7(1) and 7(2) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and

• (4) For the purpose of this resolution:

  "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

  (a) the conclusion of the next annual general meeting of the Company;

  • (b) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Constitution to be held; or

  • (c) the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meeting.

Information about this resolution appears in the Explanatory Notes.

Item 8: Extension of the general mandate to issue shares by the number of shares repurchased

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

That conditional upon the resolutions numbered 6 and 7 as set out in this Notice of Meeting, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with additional Shares and to make or grant offers, agreements and options which may require the exercise of such powers pursuant to the ordinary resolution numbered 6 above be and is hereby extended by the addition to the aggregate number of Shares which may be allotted by the Directors pursuant to such general mandate of the aggregate number of Shares repurchased by the Company under the authority granted pursuant to ordinary resolution numbered 7 as set out this Notice of Meeting, provided that such amount shall not exceed 10% of the total number of issued Shares at the date of passing of this resolution.

Item 9: Amendment to Constitution

To consider and, if thought fit, pass the following resolution as a special resolution:

That, the constitution of the Company (Constitution) be amended by:

• • Replacing references to "Yanzhou" and "Yanzhou Coal Mining Company Limited" with "Yankuang" and "Yankuang Energy Group Company Limited" respectively.

• • Replacing Rule 7.9(u)to read:

  "A recognised clearing house (within the meaning of the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong)) or its nominee(s) may, at the Company's general meetings or creditors meetings, appoint or authorise any number of proxy(ies), attorney(s) or Representative(s) to cast votes attaching to voting shares that it holds in the company, provided that if 2 or more proxies, attorneys or Representatives are appointed or authorised to vote at the same meeting, the proxy form or authorisation must specify the number and class of voting shares in respect of which each proxy, attorney or Representative is appointed or authorised to vote. Each person so authorised under the provisions of this constitution shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same power on behalf of the recognised clearing house as that clearing house or its nominee(s) could exercise as if it were an individual shareholder of the company."

Information about the amendment to the Constitution appears in Explanatory Notes.

Information about these resolutions appear in the Explanatory Notes.

Due to the constantly evolving COVID-19 pandemic situation, the Company may be required to change its AGM arrangements at short notice. Shareholders should check the Company's AGM website (www.yancoal.com.au/page/en/investors) for updates on the AGM.

By order of the Board

Baocai Zhang Chairman

3

YANCOAL NOTICE OF

MEETING 2022

INFORMATION FOR SHAREHOLDERS

VIRTUAL PARTICIPATION AT THE AGM DUE TO COVID-19 In order to minimise health risks created by the COVID-19 pandemic and ensure compliance with current applicable laws relating to public gatherings, the Board of Yancoal (Board) encourages shareholders:

•  to consider lodging a directed proxy appointing the Chairman as proxy with directions on how to vote each item of business rather than attending the meeting in person; and

  4

  YANCOAL NOTICE OF MEETING 2022

•  as an alternative to attending the AGM in person, to observe the AGM through a live webcast and submit questions in real time. Details on how to observe and submit questions online are available atwww.yancoal.com.au/page/en/investors.

OBSERVE THE AGM ONLINE AND SUBMIT QUESTIONS All shareholders are encouraged to:

•  submit any questions ahead of the AGM to either the Company or the auditor; and

•  appoint the Chairman as proxy with directions on how to vote in each item of business to ensure that each Shareholder's vote is cast and counted with certainty. The Chairman is required to follow your instructions.

Further information on how to appoint a proxy to vote on your behalf is described under the heading "Proxies and Attorneys" under this section "Information for Shareholders". Please pay particular attention to this section in order to correctly appoint a proxy.

Shareholders who wish to observe the AGM through a live webcast and submit questions in real time can visithttps://meetnow.global/MW5992R. Registration will open 1 hour before the start of the meeting. Details on how to observe and submit questions online are available atwww.yancoal.com.au/page/en/investors. Shareholders are urged to submit questions ahead of the AGM to either the Company or the auditor through submitting a completed form accompanying this Notice of Meeting, or by way of email [e-mail] and/[e-mail].

IN-PERSON ATTENDANCE

Shareholders attending the meeting in person are encouraged to review and follow the Australian Department of Health's instructions and recommendations in relation to the COVID-19 pandemic.

Shareholders are also reminded to observe good personal hygiene at all times during the AGM. To the extent permitted under law, the Company reserves the right to deny entry into the AGM venue or require any person to leave the venue so as to ensure the health and safety of the attendees at the AGM and compliance with applicable laws. An electronic copy of the presentation by the Chairman or any Director will be lodged with the ASX and HKSE and will be made available on the Company's website before the AGM commences.

ELIGIBILITY TO VOTE AND RECORD TIME

In order to qualify for attending and being eligible to vote at the AGM convened by this Notice of Meeting:

• (a) in respect of those shareholders whose ordinary shares in the Company are traded on the Australian Securities Exchange, you must be a registered holder of Yancoal shares as at the Record Time (as defined below); and

• (b) in respect of those shareholders whose ordinary shares in the Company are traded on the Stock Exchange of Hong Kong Limited, all duly completed transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited located at Shops 1712-1716 Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 7.00pm (AEST) (being 5.00pm (HKT)) on Tuesday 24 May 2022) (the Record Time).

The Corporations Regulations 2001 and the ASX Settlement Operating Rules 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 ASX and The Stock Exchange of Hong Kong Limited, the stipulated Record Time for the Company's AGM will be as set out above, which will fall on the fourth business day before the AGM. This is earlier than what shareholders and investors of the Company in Australia may be accustomed to. Accordingly, share transfers registered after the Record Time will be disregarded in determining entitlements to vote at the AGM.

In this Notice of Meeting, references to shareholders are references to holders of ordinary shares in the Company.

VOTING

A shareholder that is an individual may attend and vote in person at the AGM. Please arrive 1 hour prior to the start of the AGM to facilitate the registration process. Otherwise, a shareholder may appoint a proxy or, if he or she holds two or more shares, up to two proxies to attend and vote on his/her behalf, as outlined below. A shareholder or proxy that is a body corporate may appoint an individual to act as its representative to vote at the AGM in accordance with section 250D of the Corporations Act. The appropriate 'Certificate of Appointment of Corporate Representative' should be produced prior to admission to the AGM. A form of the certificate may be obtained fromwww.computershare.com.

If two or more persons are joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the other joint holder(s). For this purpose, seniority shall be determined by the order in which the names stand in the principal or branch register of members of the Company in respect of the joint holding.

PROXIES AND ATTORNEYS

(1) If you are entitled to vote but do not wish to attend the AGM, you may appoint a proxy to attend and vote on your behalf. A body

corporate that is a shareholder may also appoint a proxy to attend and vote on its behalf. A proxy need not be a shareholder.

• (2) If you are entitled to cast two or more votes, you are entitled to appoint up to two proxies to attend the AGM and vote on your behalf and you may specify the proportion or number of votes each proxy is appointed to exercise. If the appointment does not so specify, each proxy may exercise half the votes. Fractions of votes will be disregarded.

• (3) Where a shareholder appoints 2 proxies or 2 attorneys, neither proxy or attorney is entitled to vote on a show of hands, and on a poll, each proxy or attorney may only exercise votes in respect of those shares or voting rights the proxy or attorney represents.

• (4) To be effective, the Company must receive the completed proxy form and, if the form is signed by the shareholder's attorney, the authority under which the proxy form is signed (or a certified copy of the authority) by no later than 48 hours before the time appointed for the holding of the AGM (i.e. not later than 11.00am (AEST) (being 9.00am (HKT)) on Saturday, 28 May 2022). Any proxy form received after that time will not be valid for the AGM.

• (5) The completion and return of the proxy form shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.

• (6) The proxy form accompanying this Notice of Meeting can be used to appoint a proxy.

• (7) Proxy forms (and any power of attorney or certified copy of that power under which they are signed) may be lodged with Computershare:

for shareholders whose ordinary shares in the Company are traded on the Australian Securities Exchange

(a) by mail, to:

Computershare Investor Services Pty

Limited

GPO Box 242, Melbourne Victoria 3001,

Australia

• (b) by facsimile: 1800 783 447 (within Australia)

  + 61 3 9473 2555 (outside Australia)

• (c) online viawww.investorvote.com.au

  You will need your Shareholder

  Reference Number (SRN) or Holder

  Identification Number (HIN), postcode

  and control number 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.

  A proxy cannot be appointed

  electronically by a person appointed by

  a shareholder under a Power of

  Attorney or similar authority.

  Intermediaries with access to

  Intermediary Online through

  Computershare Investor Services Pty

  Limited should lodge their votes

  throughwww.intermediaryonline.com.

for shareholders whose ordinary shares in the Company are traded on The Stock Exchange of Hong Kong Limited

• (a) by mail, to:

  Computershare Hong Kong Investor

  Services Limited

  17M Floor, Hopewell Centre, 183

  Queen's Road East, Wanchai, Hong

  Kong

• (b) by facsimile: + 852 2865 0990/ [phone] (within Hong Kong)

  + 61 3 9473 2555 (outside Hong Kong)

Other alternatives

Alternatively, proxy forms may be lodged with the Company:

(a) by mail, to the attention of the Company Secretary, at:

Yancoal Australia Ltd

Level 18, Darling Park Tower 2

201 Sussex Street

Sydney NSW 2000

Australia

(b)by facsimile, to the attention of the Company Secretary, on: + 61 2 8583 5399

• (8) Proxies given by corporate holders of ordinary shares must be executed in accordance with their constitutions, or signed by a duly authorised officer or attorney.

• (9) A proxy may decide whether to vote on any motion, except where the proxy is required by law to vote, or abstain from voting, in their capacity as proxy. If a proxy is directed how to vote on an item of business, the proxy may vote on that item only in accordance with the direction.

• (10) If your appointed proxy does not attend the AGM or does not vote on a poll in accordance with your directions, the Chairman of the AGM will become your proxy and will vote in accordance with any of your directions.

• (11) If a proxy is not directed how to vote on an item of business, the proxy may vote as he or she thinks fit (subject to any applicable voting exclusions).

• (12) The appointment of a proxy or attorney is not revoked by the appointer attending and taking part at the AGM, but if the appointer votes on a resolution, the proxy or attorney is not entitled to vote, and must not vote, as the appointer's proxy or attorney on the resolution.

• (13) If the Chairman of the AGM is your proxy and you do not specify how your proxy is to vote on an item of business, then by completing and submitting a proxy form you will be expressly authorising the Chairman to exercise your proxy as the Chairman sees fit in relation to adoption of the Remuneration Report (Item 3) even though Item 3 is connected with the remuneration of the key management personnel of the Company. If you wish to appoint the Chairman as proxy with a direction how to vote on an item of business, including Item 3, you should specify this by completing the "For", "Against" or "Abstain" boxes on the proxy form.

• (14) The Chairman of the AGM intends to vote all undirected proxies in favour of each item of business.

5

YANCOAL NOTICE OF

MEETING 2022