Allen & Overy LLP Notarial Record of the meeting of shareholders of Ichor Coal N.V. held on 30 June 2016 JL/RH/0103743-0000013 99129330 Draft NOTARIAL RECORD OF PROCEEDINGS OF A MEETING (Ichor Coal N.V.) On the thirtieth day of June two thousand and sixteen, I, Raoul Anton Hagens (civil law notary) deputizing for Joyce Johanna Cornelia Aurelia Leemrijse, civil law notary in Amsterdam, the Netherlands, at the request of the Chairman (as defined below) of the extraordinary general meeting of shareholders of Ichor Coal N.V., a public company under Dutch law (naamloze vennootschap), having its official seat in Amsterdam, the Netherlands, its office address at 30 Jellicoe Avenue, third floor, Rosebank 2196, South Africa and registered in the Dutch Commercial Register under number 53748662 (Ichor Coal or the Company), attended the extraordinary general meeting of shareholders of Ichor Coal (the EGM or the Meeting), held at Schiphol Boulevard 127, 1118 BG Schiphol, the Netherlands, for the purpose of taking minutes of the proceedings of the Meeting. I, civil law notary, established the following: A conference call is opened on which persons dialled in who introduced themselves as: Mr Eichler, chairman of the supervisory board of Ichor Coal (the Supervisory Board), Ms Nyembezi-Heita, member of the management board of Ichor Coal (the Management Board) and chief executive officer and Mr Kühnke, representative of GFEI IR Aktiengesellschaft, a company under the laws of the Federal Republic of Germany (GFEI IR AG), the compay that has been entrusted with collecting the votes that are cast at the Meeting. Mr Malak, members of the Supervisory Board, is physically present at the EGM. Mr Eichler acts as chairman of the meeting (the Chairman). AMCO:8514820.1 1
Item 1. Opening and announcements. The Chairman opens the EGM at noon (12:00 am) and welcomes all present. The Chairman states that the EGM was convened by a notice that was placed on the website of the Company on the fifteenth day of June two thousand and sixteen. The Meeting was also announced on the twentieth day of June two thousand and sixteen in the electronic Bundesanzeiger. The complete agenda for the Meeting and the explanatory notes thereto, have been made available on the Company s website as of the day of the announcement of the EGM on the website of the Company. These documents were also available for inspection at the Company s head office in Rosebank, South Africa and via GFEI IR. The Chairman establishes that the formal requirements provided by Dutch law and German law, to the extent required, and the articles of association of the Company (the Articles of Association) for holding an extraordinary general meeting of shareholders, have been complied with. Further, the Chairman notes that the issued capital of the Company consists of sixty-seven million nine hundred and nineteen thousand nine hundred and sixty-six (67,919,966) shares with a nominal value of ten eurocents (EUR 0.10) each and that the Company does not hold shares in its own capital. He then informs the Meeting that, according to the attendance list, four (4) shareholders are represented and that those shareholder together are authorised to cast twenty million one hundred and sixty-five thousand eight hundred and thirty (20,165,830) votes. In respect of the entire issued capital sixty-six point sixty-nine per cent (29.69%) of the share capital of the Company is represented. After having given a brief introduction of Ms Nyembezi-Heita, Mr Malak, Mr Kühnke and me, who he introduces as legal counsel to the Company and entrusted with preparing the notarial record of proceedings at the Meeting, he informs those present at the Meeting that (i) the language of the Meeting will be English, and (ii) if someone wishes to make a comment or ask a question during the Meeting, this person will have to state his/her name and, if applicable, the name of the shareholder that he/she is representing, in view of recording the Meeting. The Chairman then proceeds with the second agenda item. Item 2. Proposal to approve and ratify the sale of the shares in Universal Coal plc by tendering these shares in a public offer (within the meaning of Section 2:107a of the Dutch Civil Code) The Chairman Invites Ms Nyembezi-Heita to provide background information on the transaction for which approval is requested and the steps that led up to it. Ms Nyembezi-Heita, thanks the chairman and starts with the presentation: We will first start with some background information on the proposal. The public offers by both Ichor Coal and Coal of Africa Limited (Coal of Africa) on the issued share capital of Universal Coal will be described. Afterwards, we will continue with AMCO:8514820.1 2
an explanation of the rationale of the proposal. Finally, we will move on to the voting procedure. Ichor Coal has held a shareholding of twenty-nine point ninety-nine per cent (29.99%) in the capital of Universal Coal since October two thousand and fourteen. On the twentieth day of August two thousand and fifteen, Ichor Coal announced its intention to make a public cash offer for the remainder of the shares in Universal Coal it did not already own (the Ichor Coal Offer). For the offer terms and conditions and the rationale of the Ichor Coal Offer I kindly refer to: (i) the offer document that was published on the Company s website on the thirtieth day of September two thousand and fifteen; and (ii) the shareholders circular that formed part of the meeting documents for the extraordinary general meeting of shareholders of the Company of the fourth day of November two thousand and fifteen. At the extraordinary general meeting of shareholders on the fourth day of November two thousand and fifteen, the general meeting approved the resolution of the Management Board to make the Ichor Coal Offer within the meaning of Section 2:107a of the Dutch Civil Code. On the twenty-ninth day of January two thousand and sixteen, the Company announced that it would not extend its offer for Universal Coal. Coal of Africa announced its public offer for the entire issued and to be issued share capital of Universal Coal on the twenty-first day of December two thousand and fifteen (the CoAL Offer). The CoAL Offer document specified that: (a) Eligible Universal Coal Shareholders (as defined in the CoAL Offer document) would be entitled to receive for each share in Universal Coal: (i) twenty cents of an Australian Dollar (A$0.20) in cash and one (1) new Coal of Africa share, or (ii) subject to eligibility under applicable securities laws, a nonconverting, secured loan note with a principal amount of twenty-five cents of an Australian Dollar (A$0.25) per loan note, and (b) Restricted Universal Coal Shareholders (as defined in the CoAL Offer document) would not be entitled to participate in the cash and share offer, but instead would be entitled to receive for each share in Universal Coal: (i) twenty-five cents of an Australian Dollar (A$0.25) in cash, or (ii) subject to eligibility under applicable securities laws, a nonconverting, secured loan note with a principal amount of twenty-five cents of an Australian Dollar (A$0.25) per loan note, options (a) and (b) both fully in accordance with the terms and conditions of the CoAL Offer. In connection with the CoAL Offer, it is proposed to the general meeting to approve and ratify the sale by Ichor Coal of all the shares it holds in Universal Coal to Coal of Africa, by tendering these shares in the CoAL Offer. In accordance with the AMCO:8514820.1 3
terms and conditions of the CoAL Offer as set out in the CoAL Offer document dated the twenty-first day of December two thousand and fifteen and any subsequent variation to the terms of the offer published by Coal of Africa, the applicable option for Ichor Coal is option (a) above. The Company opted for a mix of cash, CoAL shares and loan notes as consideration for the sale of one hundred and fifty-one million six hundred and sixty thousand (151,660,000) Universal Coal shares. The Company will receive thirteen million euro (EUR 13,000,000) in cash and approximately one hundred million (100,000,000) CoAL shares. As explained in the explanatory notes to the agenda for this EGM, the disposal of all the Universal Coal shares that the company currently holds, requires the approval of the general meeting of shareholders pursuant to Section 2:107a of the Dutch Civil Code and Article 16.l (c) of the Company s Articles of Association. Due to the fact that the Company had to tender the Universal Coal shares on or before the twenty-ninth day of April two thousand and sixteen (the deadline stipulated under the CoAL Offer), the approval of the general meeting could not be obtained within the timeline because of the statutory minimum convocation period for public companies under Dutch law. The Management Board and the Supervisory Board therefore hereby request the general meeting to both approve and ratify the sale by Ichor Coal of all the shares it holds in Universal Coal to CoAL by tendering these shares in the CoAL Offer. An irrevocable statement by the majority shareholder of Ichor Coal for the approval of this transaction was obtained by Ichor Coal prior to the deadline of the CoAL Offer period. With respect to the rationale of the proposal, the Company believes that the CoAL Offer represents a compelling proposition. The sale of the Universal Coal shares at the offered price creates a significant shareholder value, given the entry price of sixteen cents of an Australian Dollar (A$0.16) per share paid to acquire them in two thousand and fourteen. Furthermore, the prospect of attaining a majority in Universal Coal reduced for Ichor Coal in light of the substantially higher CoAL Offer and the level of acceptances the Ichor Coal Offer had received. Finally, Ichor Coal s financial flexibility would increase by the proceeds and these proceeds would facilitate the development of existing properties and the potential acquirements of other targets in the coal market. In summary, the principal benefits from the sale of Universal Coal shares are: - The immediate cash proceeds of thirteen million euros (EUR 13,000,000); - Further upside provided through ownership of one hundred and one million one hundred and six thousand CoAL shares after completion, valued at six million six hundred thousand euro (EUR 6,600,000) at the current CoAL share price; and - An increased financial flexibility with a strengthened balance sheet. AMCO:8514820.1 4
The Chairman thanks Ms Nyembezi-Heita. Het then notes that the Management Board and Supervisory Board fully and unequivocally recommend that the shareholders will vote in favour of the proposal to approve and ratify the transaction. After having established that there are no questions or comments regarding this agenda item, the Chairman invites me, deputy of Ms J.J.C.A. Leemrijse, civil law notary in Amsterdam the Netherlands and this capacity, holder of the voting proxies that were given by the shareholders that are represented at this EGM, to vote on the agenda item. Upon the cast of the votes, Mr Kühnke establishes that thirteen million one hundred and forty-eight thousand three hundred and thirty-nine (13,148,339) votes were cast in favour of the proposal and that seven million seventeen thousand four hundred and ninety-one (7,017,491) abstentions were recorded. The Chairman concludes that the proposal to approve and ratify the sale of the shares in Universal Coal plc by tendering these shares in a public offer (within the meaning of Section 2:107a of the Dutch Civil Code) has been adopted by unanimous votes and proceeds with the third agenda item. Item 3. Proposal to grant an extension for the management board to draw up the annual accounts of two thousand and fifteen The Chairman informs the Meeting that the Management Board requested for extension to draw up the annual accounts for the financial year two thousand and fifteen since the preparation of the annual accounts longer took than expected in view of the preparation of the opinion of the auditors with respect to the going concern status. He notes that it is expected that the Company s auditor Ernst & Young LLP (Amsterdam office) will complete the audit of the two thousand and fifteen annual accounts in July, after which the annual general meeting of shareholders will be convened in order to adopt the annual accounts. After having established that there are no questions or comments regarding this agenda item, the Chairman invites me to vote on the agenda item. Upon the cast of the votes, Mr Kühnke establishes that thirteen million one hundred and forty-eight thousand three hundred and thirty-nine (13,148,339) votes were cast in favour of the proposal and that seven million seventeen thousand four hundred and ninety-one (7,017,491) abstentions were recorded. The Chairman concludes that the proposal to grant an extension of three (3) months until the thirtieth day of September two thousand and sixteen to complete all processes relating to the two thousand and fifteen annual financial statements has been adopted by unanimous vote and continues with the fourth and last agenda item. Item 4. Any other business and close of the meeting. Since there are no further comments or questions, the Chairman closed the Meeting. These minutes were drawn up in Amsterdam, the Netherlands, on the l day of l two thousand and sixteen and signed by l, born in l, the Netherlands, on the l day AMCO:8514820.1 5
of l, employed by Allen & Overy LLP (Amsterdam office), Apollolaan 15, 1077 AB Amsterdam, the Netherlands, on behalf of the Chairman as appears from a written power of attorney, attached to this deed (Annex), and by me, civil law notary. AMCO:8514820.1 6