Yancoal Australia : Charter of the Nomination and Remuneration Committee

Yancoal Australia Ltd (the Company)

Nomination and Remuneration Committee

Approved on 18 December 2019

The Nomination and Remuneration Committee's (Committee) objective is to assist the Board of the Company by making recommendations in relation to:

1. Board composition and succession planning for the Board;
2. Director remuneration (subject to any shareholder approval that is required in accordance with the Constitution and the Australian Securities Exchange (ASX) Listing Rules) and remuneration arrangements for the Company's Executive Committee and any other person nominated as such by the Committee from time to time;
3. the public reporting of remuneration for Directors and the Company's Executive Committee;
4. the performance assessment of the Company's Executive Committee;
5. designing company policy and regulations with regard to corporate governance; and
6. diversity.

Duties and Responsibilities

The duties and responsibilities of this Committee are as follows:

Remuneration

Performance and Remuneration

The Committee will:

1. review and make recommendations to the Board regarding remuneration of the Directors and each member of the Company's Executive Committee (or other individuals

as appropriate) including contract terms, annual remuneration and participation in the Company's short and long term incentive plans;

1. review major changes and developments in the Company's remuneration, recruitment, retention and termination policies and procedures for senior executive officers;
2. review the performance assessment processes and results for each member of the Company's Executive Committee as they reflect the capability of management to realise the business strategy;

1. review the annual report disclosures in relation to the appointment, dismissal, salary, benefits, awards, and penalties of management personnel and certain key employees of the Company;
2. monitoring and reviewing the Company's remuneration arrangements (including

any incentive plans) for continued compliance with legislation, regulation and market expectations or practices;

1. review and approve compensation payable to executive Directors and senior management for any loss or termination of office or appointment to ensure that it is consistent with contractual terms and is otherwise fair and not excessive;
2. review and approve compensation arrangements relating to dismissal or removal of Directors for misconduct in order to ensure that they are consistent with contractual terms and that are otherwise reasonable and appropriate;
3. ensure that no Director or any of his associates is involved in deciding his or her own remuneration;
4. review and make recommendations to the Board on remuneration by gender and recommend any strategies to address any pay gap; and
5. approve the Remuneration Report to be disclosed in the Annual Reports of the Company and the Majority Shareholders (if applicable).

Long Term Incentive Plans

The Committee will consider and make recommendations with respect to any aspect of the Company's long term incentive plans (including in respect of the performance hurdles, eligibility criteria and terms of offer).

Short Term Incentive Plans

The Committee will review and make recommendations to the Board regarding the Key Performance Indicators (KPIs) for each member of the Company's Executive Committee and provide feedback about each person's performance against such KPIs.

Director Remuneration

The Committee will make recommendations to the Board about the level of remuneration (including superannuation, travel and other benefits) of the Directors of the Company. The remuneration of the Directors is subject to any approval by shareholders that is required in accordance with the Constitution or the ASX or Hong Kong Stock Exchange (HKEX) Listing Rules.

Remuneration policy

In discharging its responsibilities, the Committee must have regard to the following policy objectives:

1. to ensure the Company's remuneration structures are equitable and aligned with the long- term interests of the Company and its Members and having regard to relevant Company policies, including the Diversity Policy;
2. to attract and retain skilled employees;
3. to structure short and long term incentives that are challenging and linked to the creation of sustainable returns; and
4. to ensure any termination benefits are justified and appropriate.

In the discharge of the Committee's responsibilities, no member of the Company's Executive Committee should be directly involved in determining their own remuneration.

The Committee should consult the Chairman of the Board, the Chief Executive Officer and/or the Chair of the Executive Committee, about their remuneration proposals for other executive Directors and senior management of the Company.

Nomination, succession and training

The Committee will:

1. review and recommend to the Board the size and composition of the Board, including review of Board succession plans and the succession of the Chair of the Board, the Chair of the Executive Committee, the CEO, and other members of the Executive Committee;
2. review and recommend to the Board the membership of the Company's Audit and Risk Management Committee and the Committee, in consultation with the respective chairs of those committees;
3. develop and maintain a Board skills matrix setting out the mix of skills and diversity that the Board currently has or is looking to achieve in its membership;
4. periodically assess and report to the Board on the necessary and desirable skills required to competently discharge the Board's obligations considering the strategic direction of t h e Company and report to the Board on the outcome of that assessment;
5. ensure that the Company has an induction program for new Directors and make recommendations to the Chair of the Board about appropriate professional development opportunities for Directors to develop and maintain the skills and knowledge needed to perform their role as Directors of the Company effectively;
6. ) review and propose potential candidates for appointment to the Board of the Company. In identifying suitable candidates, the Committee will have regard to the skills required relative to the skills already represented on the Board;
7. make recommendations to the Board on candidates that the Committee considers appropriate for appointment, subject to any shareholder approval that is required in

accordance with the Constitution;

1. • how the candidate contributes to diversity to the Board; and
   • potential conflicts of interest, and independence.
2. detailed background information in relation to a potential candidate should be provided to all directors, including details of any interest, position or relationship that may bear on the candidate's independence;
3. the identification of potential director candidates may be assisted by the use of external search organisations as appropriate. A request for external search must be made through the Company Secretary;
4. appropriate checks into the candidate's background (including the person's character, experience, education, criminal record and bankruptcy history) will be undertaken before a candidate is appointed, or put forward to the Company's shareholders as a candidate for election, as a director;
5. if the Company puts forward to shareholders a candidate for election as a director, the
   shareholders will be provided with all material information in the Company's possession that is relevant to the decision of whether or not to elect or re-elect the candidate as a director;

For the avoidance of doubt, the Committee can only make recommendations, but it cannot make appointments. Any recommendation from the Committee as to a potential director candidate must be provided to the Board;

1. the shareholders will appoint directors to the Board. However the Board may appoint directors to fill a casual vacancy on the Board in circumstances set out in the Constitution (i.e., to ensure that the number of directors remains above the constitutional minimum or where required to comply with any applicable laws or the ASX or HKEX Listing Rules). In the case of an offer of a Board appointment to the potential candidate by the Board, this offer will be made by the Chair of the Board, and appointment must be approved by the shareholders at the next general meeting of the Company; and

1. all new Board appointments should be confirmed by letter or a written agreement setting out the terms of their appointment and in the standard format as approved by the Board.

This nomination policy shall be disclosed in the Company's corporate governance report of the Annual Report, which includes the nomination procedures and the process and criteria adopted by the Committee to recommend candidates for directorships.

Access to resources and independent advice

The Committee may request any information from the Company's management that the Committee considers necessary or desirable to enable it to assess the performance of each member of the Company's Executive Committee or to comply with any laws and/or regulations.

independent non-executive Director why the Board believes the individual would still be able to devote sufficient time to the Board.

The Committee may seek the advice of the Company's auditor's, solicitors or engage external advisers when necessary, and any advice so obtained will generally be available to all Directors of the Board. A request for external advice must be made through the Company Secretary.

The Committee

Composition and quorum

The Committee will consist of a minimum of three non-executive directors, a majority of whom must be independent. The Board may appoint additional non-executive directors to the Committee or remove and replace members of the Committee by resolution. The Board will appoint the Chair of the Committee who must be an independent non-executive director.

A Committee quorum will comprise a majority of the Members of the Committee.

The Chair of the Committee shall attend the Company's annual general meetings.

Removal or resignation

Members of the Committee may withdraw from membership by written notification to the Board. If a Committee member retires, is removed or resigns from the Board, that member ceases to be a member of the Committee. The Board will appoint the successor.

Participation by non-Committee members

The Committee, if considered appropriate, may invite any management team members or other individuals to attend Committee meetings.

Secretary

The Company Secretary will be the secretary of the Committee.

Meetings

Frequency

The Committee will meet as frequently as required but not less than once per year.

Calling meetings and notice

Any Committee member or, at the request of a Committee member the Company Secretary, may call a meeting of the Committee. A notice of each meeting confirming the date, time, venue and agenda will be forwarded to each Committee member (with a copy to all Directors of the Company) together with relevant supporting papers in a timely manner.

Advice

A copy of this Charter will be available to all directors and staff of the Company on request to the Company Secretary, electronically via the intranet and on the Company's website.

Version control table

1 Approved by the Board on 7 October 2018 effective from the date that fully paid ordinary shares in the capital of the company are listed on the Main Board of the Hong Kong Stock Exchange on 6 December 2018.