notice of general meeting - australian securities exchange · page 2 3112534_087.doc notice of...

3112534_087.doc

REGISTERED IN ENGLAND – NO. 4482856

ARBN 143 750 038

This Notice of Meeting should be read in its entirety. If you are in doubt about the contents of this document

or about the action you should take you should consult immediately your stockbroker, solicitor, accountant or

other independent financial adviser duly authorised under the Financial Services and Markets Act 2000.

If you have sold or transferred all of your ordinary shares in Universal Coal plc (the “Company”), please send this

document, together with the accompanying form of proxy, to the purchaser or transferee, or to the

stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser

or transferee.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company

Secretary on 020 7264 4365. For CDI enquiries please contact Emma Lawler on +61 2 8280 7355.

Notice of General Meeting

For the General Meeting to be held on

TIME: 12.00pm (GMT)

DATE: 6 October 2014

PLACE: SGH Martineau LLP, Fifth Floor, One America Square, Crosswall, London EC3N 2SG

If you are unable to attend the General Meeting, please complete the form of proxy (or if you are a CDI

holder, the CDI Voting Instruction Form) and return it in accordance with the set of instructions set out on

that form.

For Intermediary Online Subscribers only (custodians) please visit www.intermediaryonline.com

to submit your voting intentions.

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NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

Mr John Hopkins (Non Executive Chairman)

Mr Anton Weber (Executive Director, Chief Executive Officer)

Mr Shammy Luvhengo (Executive Director)

Mr Hendrik Bonsma (Non Executive Director)

Mr Carlo Baravalle (Non Executive Director)

Mr David Twist (Non Executive Director)

One America Square

Crosswall

London

EC3N 2SG

United Kingdom

19 September 2014

Dear Shareholder,

Your Directors have called the General Meeting of Shareholders for 6 October 2014 relating to Universal Coal plc (the

Company).

Please find within this information package all of the documentation relating to the Notice of Meeting, including details of the

resolutions requiring your vote, as well as voting information. Your vote is important and I strongly encourage you to take

the time to participate in this meeting. Unless otherwise defined, capitalised terms in this letter have the same meaning as

given in the Glossary to the Explanatory Statement that accompanies the Notice of Meeting.

The Resolutions relate to the subscription agreement (Subscription Agreement) between the Company and Ichor Coal

N.V. (Ichor) and to the subscription letter agreement (Subscription Letter Agreement) between the Company and Coal

Development Holding B.V. (CDH), each as announced on 2 September 2014.

The funds are being raised to, amongst other things, provide funding for the settlement of the amounts owing under the sale

agreement for the New Clydesdale Colliery in South Africa (NCC) from Exxaro Coal Mpumalanga (Pty) Ltd (Exxaro). The

funds will also be applied towards the development costs of the complex comprising the NCC and contiguous Roodekop

project in Witbank Coalfied South Africa and, in respect of any balance, the general working capital requirements of the

Company.

Completion of the Subscription Agreement and the Subscription Letter Agreement (amongst other things) are conditional on

Shareholders approving each of the Resolutions at the Meeting.

In summary, the Resolutions being put to Shareholders at the Meeting (each of which is interdependent) are:

Resolution 1: Approval to amend the Company’s Articles of Association (Articles) to create a new class of Preferred

Shares (to be passed as a special resolution). The amendment to the Company’s Articles is required to

create a new class of Preferred Shares, being one of the securities that will be issued to Ichor pursuant to

the Subscription Agreement if all of the Resolutions are passed.

Resolution 2: Approvals required under the ASX Listing Rules for the issue of the Ordinary Shares (and related CDIs),

Preferred Shares and Warrants to Ichor (to be passed as an ordinary resolution), together with Ordinary

Shares (and related CDIs) issued on conversion or exercise (as applicable) of those Preferred Shares and

Warrants. These are the securities that will be issued to Ichor pursuant to the Subscription Agreement

and Warrant Instrument (as applicable) if all of the Resolutions are passed.

Resolution 3: Approval required under the ASX Listing Rules for the issue of Ordinary Shares to CDH (to be passed as

an ordinary resolution). These are securities that will be issued to CDH pursuant to the Subscription Letter

Agreement if all of the Resolutions are passed.

Each of the Resolutions must be passed in order that the Company take the benefit of:

A$24,483,400 of funding support from Ichor in the short term;

the potential for further funding support from Ichor of A$25,639,200, subject to the terms of the Warrants; and

A$1,000,000 of additional funding support from CDH.

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Relevantly, if one or more of the Resolutions are not approved, then none of the Resolutions will be approved, and the

Company will need to seek alternative means of funding the acquisitions and projects referred to above.

For this reason, the Board recommends Shareholders vote in favour of all of the Resolutions, with Carlo Baravalle

and David Twist (Directors representing CDH) abstaining in respect of Resolution 3.

Details relating to the Resolutions are set out in the enclosed documents. Shareholders should read these documents

carefully and in their entirety in deciding how to vote on the Resolutions.

Yours faithfully

MR JOHN HOPKINS

Non Executive Chairman

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Contents

Notice of General Meeting (setting out the proposed Resolutions)

4

Explanatory Statement (explaining the proposed Resolutions)

7

Time and Place of Meeting and How to Vote

Venue

The General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 12.00 pm (GMT) on

6 October 2014 at:

The offices of SGH Martineau LLP, Fifth Floor, One America Square, Crosswall, London EC3N 2SG.

Your vote is important

The business of the General Meeting affects your shareholding and your vote is important.

Shareholders are requested to complete and return the enclosed Proxy Form to the Company at Computershare Investor

Services PLC, The Pavilions, Bridgewater Road, Bristol, BS99 6ZZ by no later than 12.00pm (GMT) on 2 October 2014,

whether or not they propose to be present at the General Meeting.

For Intermediary Online Subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting

intentions.

The completion and return of a Proxy Form will not prevent you from attending the General Meeting and voting in

person should you subsequently wish to do so.

Voting by CDI Holders

Holders of CHESS Depositary Interests (CDI) are invited to attend but are not entitled to vote personally at the General

Meeting. Chess Depositary Nominees Pty Ltd (CDN) holds legal title in the Company's Ordinary Shares for and on

behalf of CDI holders. As the holders of beneficial interest in the Company's shares that are held by CDN, CDI holders

should direct CDN on how to vote with respect to the Resolutions described in the Notice of Meeting. CDN must exercise its

rights to vote by proxy at the General Meeting in accordance with the directions of CDI holders.

CDI Holders are requested to complete and return the enclosed CDI Instruction Form to the Company at Computershare

Investor Services Pty Limited as detailed on the enclosed CDI Instruction Form by no later than 12.00pm (WST) on

1 October 2014.

Voting in Person

To vote in person a Shareholder should attend the General Meeting on the date, time and at the place set out above.

Voting by Proxy

To vote by proxy a Shareholder should please complete and sign the enclosed Proxy Form and return by the time and in

accordance with the instructions set out on the Proxy Form.

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Notice of General Meeting

Notice is given that the General Meeting of Shareholders will be held at 12.00 pm (GMT) on 6 October 2014 at the offices of

SGH Martineau LLP, Fifth Floor, One America Square, Crosswall, London EC3N 2SG.

The Explanatory Statement provides additional information on matters to be considered at the General Meeting. The

Explanatory Statement, the Proxy Form and CDI Instruction Form are part of this Notice of Meeting.

Resolution 1 is proposed as special resolution. Resolutions 2 and 3 are proposed as ordinary resolutions.

The Directors consider that the proposed Resolutions are in the best interests of the Company and its Shareholders as a

whole. Accordingly, the Directors (other than Carlo Baravalle and David Twist, being Directors representing Coal

Development Holding B.V., who abstain in respect of Resolution 3) unanimously recommend that you vote in favour of the

Resolutions being proposed at the Meeting, as they intend to do, or procure to be done, in respect of their own and their

connected persons’ beneficial holding (other than where they are excluded from, or have abstained from voting as noted in

this Notice of Meeting and the accompanying Explanatory Statement).

Capitalised terms used in this Notice of Meeting will, unless otherwise indicated, have the meaning set out in the Glossary to

the Explanatory Statement.

Agenda

Resolution 1: Amending the Articles of Association to create a new class of Preferred Shares

To consider and, if thought fit, to pass, with or without amendment (to the extent permitted under English law), the following

Resolution as a special resolution:

"That, subject to the passing of Resolutions 2 and 3, Shareholders approve:

(a) the creation of a new class of preferred share as described in the Explanatory Statement accompanying this

Notice of Meeting; and

(b) for this purpose, amending the Articles of Association of the Company in the form tabled at the Meeting and

initialled by the Chairman for the purposes of identification, which shall incorporate the amendments detailed

in the Explanatory Statement accompanying this Notice of Meeting."

Resolution 2: Issue of Ordinary Shares, Preferred Shares and Warrants to Ichor Coal N.V.


Resolution as an ordinary resolution:

"That, subject to the passing of Resolutions 1 and 3, for the purpose of ASX Listing Rule 7.1 and for all other

purposes, Shareholders approve the issue of:

(a) 80,440,000 Ordinary Shares (and related CDIs);

(b) 71,220,000 Preferred Shares; and

(c) 71,220,000 Warrants,

together with the Ordinary Shares (and related CDIs) that are to be issued on conversion of the Preferred Shares and

on the exercise of the Warrants, to Ichor Coal N.V. on the terms and conditions of the Subscription Agreement and

Warrant Instrument, as summarised in the Explanatory Statement accompanying this Notice of Meeting."

Voting Exclusion Statement

In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast on Resolution 2 by:

(a) Ichor Coal N.V. (and any associates of Ichor Coal N.V.); and

(b) any person who might obtain a benefit in connection with the proposed issue (and any associates of such persons).

However, the Company need not disregard a vote if:

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(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy

form; or

(b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the

direction on the proxy form to vote as the proxy decides.

Resolution 3: Issue of Ordinary Shares to Coal Development Holding B.V.


Resolution as an ordinary resolution:

"That, subject to the passing of Resolutions 1 and 2, for the purpose of ASX Listing Rule 10.11 and for all other

purposes, Shareholders approve the issue of 6,250,000 Ordinary Shares (and related CDIs) to Coal Development

Holding B.V. on the terms and in the manner set out in the Explanatory Statement accompanying this Notice."

Voting Exclusion Statement

In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast on Resolution 3 by:

(a) Coal Development Holding B.V. (and any associates of Coal Development Holding B.V.); and

(b) any person who might obtain a benefit in connection with the proposed issue (and any associates of such persons).

However, the Company need not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy

form; or

(b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the

direction on the proxy form to vote as the proxy decides.

Important Note: At the annual general meeting of the Company on 3 May 2011, the Shareholders approved resolutions 9

and 10, giving the authority to the Directors to, in summary: (i) generally and unconditionally under section 551 of the

Companies Act to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in

the Company to such persons at such time and on such terms as the Directors think proper up to an aggregate nominal

amount of £50 million for a period of 5 years (unless revoked or varied by special resolution of the Company or until the date

of cessation of the Company’s listing on ASX, if earlier); and (ii) under section 570 of the Companies Act, allot equity

securities (as defined in section 560 of the Companies Act) pursuant to the authority granted under (i) above for cash as if

section 561(1) of the Companies Act did not apply. The Directors have the authority to issue the Equity Securities referred

to in Resolutions 2 and 3 in accordance with those authorities granted to the Directors under those resolutions passed at

the annual general meeting of the Company on 3 May 2011.

DATED: 19 September 2014

By Order of the Board

BEN HARBER

Company Secretary

One America Square, Crosswall, London EC3N 2SG

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Notes

Shareholders are advised that:

(a) As a Shareholder in the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend,

speak and vote at the General Meeting of the Company. A proxy need not be a member of the Company.

(b) In the case of joint holders, the vote of the person first named in the register of members tendering a vote will be

accepted to the exclusion of the votes of the other joint holders.

(c) In the case of a corporation, the Proxy Form must be expressed to be executed by the corporation and must be

executed under its common seal, or signed on its behalf by a duly authorised attorney or duly authorised officer of the

corporation.

(d) To be valid, the Proxy Form and any power of attorney or other authority under which it is signed or a Notarial

certified copy of such power or authority must be deposited with the Company at Computershare Investor Services

PLC, The Pavilions, Bridgewater Road, Bristol, BS99 6ZZ by no later than 12.00 pm (GMT) on 2 October 2014.

(e) The completion and return of a Proxy Form will not affect the right of a member to attend, speak and vote in person at

the General Meeting convened by this notice.

(f) You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different

shares. You may not appoint more than one proxy to exercise rights attached to any one share.

(g) To direct your proxy on how to vote on the Resolution(s) mark the appropriate box on the Proxy Form with an “X”. To

abstain from voting on a Resolution, select the relevant “withheld” box. A vote withheld is not a vote in law, which

means that the vote will not be counted in the calculation of votes for or against a Resolution. If no voting indication

is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from

voting) as he or she thinks fit in relation to any other matter which is put before the meeting.

(h) Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001 (UK), members will be entitled to attend

and vote at the meeting if they are registered on the Company’s register of members 48 hours before the time

appointed for the meeting or any adjournment thereof. Changes to the register of members after the relevant

deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.

(i) Any corporation which is a member can appoint one or more corporate representatives who may exercise on its

behalf all of its powers as a member provided that they do not do so in relation to the same shares.

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Explanatory Statement

Introduction

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be

conducted at the General Meeting to be held at 12.00 pm (GMT) on 6 October 2014 at the offices of SGH Martineau LLP,

Fifth Floor, One America Square, Crosswall, London EC3N 2SG.

This Explanatory Memorandum forms part of, and should be read in conjunction with, the Notice of Meeting.

The purpose of this Explanatory Statement is to provide information which the Directors believe to be important to

Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting, including for the purposes of the

ASX Listing Rules.

Background

On 2 September 2014, the Company announced that it had secured a funding package with Ichor and CDH.

The funding package has been sought to assist (amongst other things)

(a) the settlement of part or all of any of the amounts owing under the sale agreement for NCC;

(b) contribution towards the development costs of the complex comprising the NCC and contiguous Roodekop project in

Witbank Coalfied South Africa; and

(c) in respect of any balance, the general working capital requirements of the Company.

Combining NCC with the Company’s existing, adjoining Roodekop project (NCC-Roodekop) will enable the Company to fast

track the development of NCC. The Company intends to redevelop the NCC operation in conjunction with Roodekop to

deliver significant coal production assets and facilities. For further information regarding the acquisition of NCC and the

proposed NCC-Roodekop project, please refer to the Company’s announcement lodged with ASX on 2 September 2014,

which is available at http://www.asx.com.au/asxpdf/20140902/pdf/42ry76lq4xfd8v.pdf).

The funding package is reflected in:

(a) the Subscription Agreement, by which the Company will issue:

(i) 80,440,000 Ordinary Shares at A$0.145 per Ordinary Share for a total subscription price of A$11,663,800 and

shall cause the issue of corresponding CDIs (on a one for one basis); and

(ii) 71,220,000 Preferred Shares at A$0.18 per Preferred Share for a total subscription price of A$12,819,600.

Subject to their terms (which are summarised in Annexure B to this Explanatory Statement) the Preferred

Shares are convertible into Ordinary Shares (on a one for one basis);

(b) the Warrant Instrument, by which the Company will grant to Ichor 71,220,000 Warrants for nil consideration. Subject

to certain conditions (which are summarised in Annexure C to this Explanatory Statement) the Warrants are

convertible into Ordinary Shares (on a one for one basis) at a subscription price of A$0.36. As such, the total

subscription price if all of the Warrants were exercised is A$25,639,200; and

(c) the Subscription Letter Agreement, by which CDH will subscribe for 6,250,000 Ordinary Shares at A$0.16 per

Ordinary Share for total consideration of A$1,000,000.

Consistent with previous practice, the Ordinary Shares to be issued by the Company will occur via the issue of a

corresponding number of CDIs. An explanation of the relationship between Ordinary Shares and CDIs is set out below.

It is a condition precedent to the Subscription Agreement and the Subscription Letter Agreement, and the execution of the

Warrant Instrument (amongst other terms and conditions), that the Company obtain the approval of Shareholders before 31

December 2014 for the:

(a) amendment of the Articles to create a new class of shares, being Preferred Shares;

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(b) issue of the Ordinary Shares, Preferred Shares and Warrants (and the issue of Ordinary Shares (and resulting CDIs)

on conversion of the Preferred Shares and exercise of the Warrants) pursuant to the Subscription Agreement and the

Warrant Instrument; and

(c) issue of the Ordinary Shares to CDH pursuant to the Subscription Letter Agreement,

each as described in this Explanatory Statement.

Relevantly, each Resolution is interdependent. This means that if one or more of the Resolutions are not approved, then

none are approved. If this occurs, then the proposed funding of the Company by Ichor and CDH detailed in this Explanatory

Statement will not proceed and the Company will need to seek alternative means of funding the projects referred to above.

Key terms of the Subscription Agreement, the Warrant Instrument and the Subscription Letter Agreement

Key terms of the Subscription Agreement are:

(a) the Company will, subject to Shareholder approval, amend the Articles in the way described under the explanation to

Resolution 1 (below);

(b) Ichor will subscribe for and, subject to Shareholder approval, the Company will issue to Ichor the Ordinary Shares

and the Preferred Shares as described under the explanation to Resolution 2 (below);

(c) at Completion, the Company will execute the Warrant Instrument and grant Ichor the Warrants described under the

explanation to Resolution 2 (below);

(d) the Ordinary Shares and Preferred Shares that are to be issued to Ichor under the Subscription Agreement, and

any Ordinary Shares that are issued to Ichor pursuant to an exercise of the Warrants or conversion of the Preferred

Shares, will be subject to voluntary escrow for a period of 6 months following Completion, such that Ichor will not be

able to dispose of such Equity Securities, except in the case of certain exceptional events, including the acceptance

of (or undertaking to accept) any general offer for the entire issued share capital of the Company to the extent that

such offer becomes or has been declared unconditional or has been recommended by the Board, taking up or

disposing of any rights granted in respect of a rights issue or any other pre-emptive share offering by the Company,

certain reductions in capital and the occurrence of an insolvency event;

(e) for as long as the proportion of Ordinary Shares and Preferred Shares held by Ichor relative to the total number of

Ordinary Shares on issue is between 10% and 20%, Ichor will be entitled to nominate one non-executive director to

the Board. For as long as the proportion of Ordinary Shares and Preferred Shares held by Ichor relative to the total

number of Ordinary Shares on issue is equal to or above 20%, Ichor will be entitled to nominate two non-executive

directors to the Board. Under the Subscription Agreement, Ichor is entitled to and has nominated Andries

Engelbrecht and Nonkululeko Nyembezi-Heita to be its appointed non-executive directors from Completion;

(f) CDH must, in accordance with the terms of the CDH Loan Note Instrument, exercise its right to convert all of the

outstanding CDH Loan Notes into Ordinary Shares. On conversion of the CDH Loan Notes, which is conditional on

Completion occurring, the Company will issue 26,000,000 Ordinary Shares to CDH;1

(g) Ichor shall be granted conditional rights to participate in the issue of new Equity Securities that are to be issued by

the Company based on the proportion of Ordinary Shares and Preferred Shares held by Ichor relative to the total

number of Ordinary Shares on issue. Such rights will not extend to the exercise or conversion of existing Equity

Securities on issue as the date of the Subscription Agreement or the operation of the Company’s employee share

option scheme;

(h) Completion under the Subscription Agreement is expected to occur on the business day after the date of the Meeting;

(i) subject to certain exceptions, if the Subscription Agreement is terminated because the Resolutions have not been

approved by Shareholders before 31 December 2014, the Company will be obliged to pay to Ichor a break fee equal

to A$380,000; and

1 The issue of the CDH Loan Notes was approved by Shareholders at the Company’s general meeting held on 24 January 2014. It is

intended that the CDH Loan Notes will be converted to Ordinary Shares in the Company concurrently with the issue of Ordinary Shares, Preferred Shares and Warrants to Ichor pursuant to the Subscription Agreement; that is, at Completion.

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(j) the Subscription Agreement contains various warranties from each of Ichor and the Company that are usual for

agreements of this type.

The key term of the Warrant Instrument is that, at Completion, the Company will grant Ichor the Warrants described under

the explanation to Resolution 2 (below).

The key term of the Subscription Letter Agreement is that, subject to Shareholder approval, CDH will subscribe for and the

Company will issue to CDH 6,250,000 Ordinary Shares at Completion.

Effect of Completion on the capital structure of the Company

The effect of Completion on the capital structure of the Company is set out below:

Type of Equity Security

Equity Securities on issue as at the date of the Notice of Meeting

Equity Securities on issue immediately after Completion

Equity Securities to be issued to Ichor at Completion

Equity Securities to be issued to CDH at Completion

Ordinary Shares 321,775,447 434,465,447 80,440,000 32,250,0002

Options 46,590,043 46,590,043 Nil Nil

Warrants 19,500,000 90,720,000 71,220,0003 Nil

Convertible Loan Notes

10,250,000 7,000,000 Nil Nil

Preferred Shares Nil 71,220,000 71,220,000 Nil

Notes:

(a) Immediately after Completion:

(i) Ichor will hold 18.51%; and

(ii) CDH will hold 29.48%,

of the Ordinary Shares on issue. As a result, each existing Shareholder’s holding of Ordinary Shares will be diluted

by 25.94% on Completion.

(b) If Ichor converts all of the Preferred Shares (and there are no other changes to the issued capital of the Company in

the meantime), then the number of Ordinary Shares on issue will increase to 505,685,447. In this case:

(i) Ichor will hold 29.99%; and

(ii) CDH will hold 18.95%,

of the Ordinary Shares on issue. If Ichor converts all of the Preferred Shares (and no other Equity Securities of the

Company are issued, exercised or converted), then each existing Shareholder’s holding of Ordinary Shares will be

further diluted by an additional 14.08%.

Cap on shareholding

Under the Articles, in the event that the UK Takeover Code does not apply to it, the Board is entitled to disenfranchise a

shareholder who acquires more than 20% of the voting rights of the Company if that shareholder does not make a

mandatory offer to shareholders for the remainder of the issued share capital of the Company on terms no less favourable

(in the opinion of the Board) than they would have been obliged to offer under the UK Takeover Code (Mandatory Bid

Provisions). Article 18.1(b) of the Articles also permits the Board to resolve that, in relation to a specific person, references

to 20% shall be deemed instead to be references to 30% in the Mandatory Bid Provisions. The Board may exercise this

right where it considers, in good faith, that there exists the opportunity for a strategic relationship with the relevant person or

persons to achieve growth for the Company for the benefit of its shareholders as a whole or otherwise considers that it is in

2 The sum of 6,250,000 Ordinary Shares to be issued if Resolution 3 is approved and 26,000,000 Ordinary Shares that will be issued at

Completion in accordance with the CDH Loan Note Instrument. 3 The Warrants granted by the Company to Ichor prohibit the exercise of the Warrants if Ichor (and persons acting in concert with Ichor)

were, as a result of the exercise, to become the holder of more than 29.99% of the Ordinary Shares on issue.

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its best interests for the benefit of its shareholders as a whole and the Board must announce once it has passed such a

resolution. Accordingly, as required under Article 18.1(b)(iii) of the Articles, the Board announced on 2 September 2014 that

it had resolved, conditional upon Completion, to apply a 30% threshold to the mandatory bid provisions under Article 18.1(b)

of the Articles in respect of Ichor.

About CDIs

On issue of Ordinary Shares by the Company, CDN will (at the Company’s direction) issue CDIs to Ichor which will represent

the Ordinary Shares to be issued to Ichor on a one for one basis. The CDIs will allow Ichor to trade the Ordinary Shares on

ASX as if they were ordinary shares issued by an Australian incorporated company. For further information on CDIs, refer to

CDN’s Understanding CHESS Depositary Interests and ASX Guidance Note 5, available respectively at:

www.asx.com.au/documents/settlement/CHESS_Depositary_Interests.pdf

www.asx.com.au/documents/rules/gn05_chess_depositary_interests.pdf

About Ichor

Ichor is an internationally operating mineral resource company listed on XETRA and the Frankfurt Stock Exchange in

Germany that specialises in investments in coal production in South Africa. With a market capitalisation of approximately

A$350 million, Ichor holds substantial equity positions in several coal mining companies with attributable coal resources of

approximately 350 million mineable tonnes of coal and fully funded capacity expansion initiatives that will increase

production to 6.1Mtpa within the next 2 years. To the best of the Company’s knowledge, Ichor is not a Related Party of the

Company.

About CDH

CDH is a major shareholder of the Company. Immediately before the date of this Notice, CDH held 29.99% of the Ordinary

Shares in the Company and two of its nominee Directors sit on the Board. To the best of the Company’s knowledge, CDH is

not a Related Party of the Company.

Resolution 1: Amending the Articles of Association to create a new

class of Preferred Shares

Resolution 1 seeks Shareholder approval to:

(a) create a new class of unlisted preferred share, being the Preferred Shares; and

(b) amend the Articles to reflect the terms of the Preferred Shares and consequential amendments to the mandatory bid

provisions under Article 18.1 of the Articles.

Under section 21 of the Companies Act, the Articles can only be amended by Shareholders passing a special resolution. As

a special resolution, Resolution 1 requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in

person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative, or as may be

specified in a valid direction to CDN).

The terms of the Preferred Shares will be set out in the Articles. As such, it is proposed that the amendments set out in

Annexure A to this Explanatory Statement be made to the Articles. A full copy of the New Articles is available for inspection

at the Company’s registered office until the date of the Meeting and is available on the Company website at

http://www.universalcoal.com.

A summary of the key terms of the Preferred Shares is set out in Annexure B to this Explanatory Statement.

Directors’ recommendation

The Directors recommend that Shareholders vote in favour of Resolution 1. For

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Resolution 2: Issue of Ordinary Shares, Preferred Shares and

Warrants to Ichor Coal N.V.

Resolution 2 seeks Shareholder approval for the Company to issue:

(a) 80,440,000 Ordinary Shares;

(b) 71,220,000 Preferred Shares; and

(c) 71,220,000 Warrants,

together with Ordinary Shares issued on exercise of those Preferred Shares and Warrants to Ichor pursuant to the

Subscription Agreement.

ASX Listing Rule 7.1 requires an ASX-listed company to obtain Shareholder approval prior to the issue of Equity Securities

representing more than 15% of the issued capital of that company in any rolling 12 month period (subject to a number of

exceptions). ASX Listing Rule 7.1A allows an ASX-listed company to issue an additional 10% of issued capital if approval

has been obtained at the Annual General Meeting.4 As a result, the Company could issue all of the 80,440,000 Ordinary

Shares to Ichor without further Shareholder approval relying upon its existing capacity to issue Equity Securities under ASX

Listing Rules 7.1 and 7.1A.

However, in accordance with the requirements of the Subscription Agreement, the Company is seeking Shareholder

approval to the issue of 80,440,000 Ordinary Shares to Ichor for the purposes of ASX Listing Rule 7.1 and for all other

purposes.

If Shareholder approval is granted under Resolution 2:

(a) the issue of the Ordinary Shares, the Preferred Shares and the Warrants to Ichor, and the issue of Ordinary

Shares on the conversion of the Preferred Shares or exercise of the Warrants, will be excluded from the the

number of Equity Securities issued without shareholder approval in the calculation of the 15% limit under ASX

Listing Rule 7.1 and the 10% limit under ASX Listing Rule 7.1A thus preserving the Company’s capacity under

those Listing Rules; and

(b) all of the Preferred Shares and Warrants referred to above may be converted and exercised (as the case may be)

into Ordinary Shares without further approval from Shareholders.

However, whilst the Company’s capacity to issue further Equity Securities under ASX Listing Rules 7.1 and 7.1A is

preserved by the Shareholder approval, the Company does not presently intend to issue further Equity Securities in the short

term.

In accordance with ASX Listing Rules 7.1 and 7.3, the following information is provided to Shareholders in relation to

Resolution 2:

Ordinary Shares Preferred Shares Warrants

ASX Listing Rule 7.3.1

The maximum number of Ordinary Shares to be issued pursuant to Resolution 2 is 80,440,000 Ordinary Shares

The maximum number of Preferred Shares to be issued pursuant to Resolution 2 is 71,220,000 Preferred Shares

The maximum number of Warrants to be issued pursuant to Resolution 2 is 71,220,000 Warrants

ASX Listing Rule 7.3.2 & 7.3.7

The Ordinary Shares are to be issued to Ichor on Completion which will occur on the business day after the conditions precedent are fulfilled or such later date as the parties agree in writing, but in any event no later than one month after the date of the

The Preferred Shares are to be issued at the same time that the Ordinary Shares are issued to Ichor

The Warrants are to be issued at the same time that the Ordinary Shares are issued to Ichor

4 At the Company’s last Annual General Meeting held on 13 December 2013 the Shareholders approved, by special resolution, the

additional 10% placement facility in accordance with ASX Listing Rule 7.1A.

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Ordinary Shares Preferred Shares Warrants

Meeting


The price at which the Ordinary Shares will be issued is A$0.145 per Ordinary Share

The price at which the Preferred Shares will be issued is $0.18 per Preferred Share

The Warrants will be granted for nil consideration


The Ordinary Shares will be issued to Ichor

The Preferred Shares will be issued to Ichor

The Warrants will be granted to Ichor


The Ordinary Shares will rank equally with the existing Ordinary Shares of the Company that are currently on issue

The Preferred Shares will have the rights set out in Annexure A, the key terms of which are summarised in Annexure B

The key terms of the Warrants are summarised in Annexure C


The intended use of funds raised by the issue of Ordinary Shares is to:

1. settle any amounts owing in respect of the acquisition of projects to which the Company is committed to acquire (whether conditional or otherwise) at the date of the Subscription Agreement, including the settlement of part or all of any amounts owing under the sale agreement for the acquisition of the New Clydesdale Colliery in South Africa from Exxaro ;

2. contribution towards the development costs of the complex comprising the New Clydesdale Colliery and the contiguous Roodekop project in the Witbank Coalfield, South Africa;

3. in respect of any balance, fund general working capital requirements of the Company.

If the acquisition of NCC is not completed, the Company intends to use the funds to develop its existing assets, pay down existing debt, investigate opportunities and effect further acquisitions, and for general working capital purposes.

It is intended that the funds raised by the issue of Preferred Shares will be used in the same way as the funds raised by the issue of Ordinary Shares

The intended use of the funds raised from the exercise of the Warrants (if applicable) is:

1. for the development of current and future mining projects;

2. to investigate opportunities and effect further acquisitions; and

3. for general working capital purposes


A voting exclusion statement is set out under Resolution 2 in the Notice of Meeting




Not applicable Not applicable Not applicable

Directors’ recommendation

The Directors recommend that Shareholders vote in favour of Resolution 2.

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Resolution 3: Issue of Ordinary Shares to CDH

In accordance with the requirements of the Subscription Agreement, Resolution 3 seeks Shareholder approval for the

Company to issue 6,250,000 Ordinary Shares to CDH.

The Company is also seeking Shareholder approval because the issue of the Ordinary Shares to CDH which, together with

the Ordinary Shares, Preferred Shares and Warrants to be issued to Ichor, represent more than 25% of the issued share

capital of the Company.

ASX Listing Rule 10.11 requires shareholder approval for the issue of Equity Securities to a Related Party of the Company.

While CDH is not a Related Party under the ASX Listing Rules, in light of CDH’s cornerstone investment in the Company, its

position as a substantial shareholder of the Company and two Directors nominated by CDH being appointed to the Board,

the Directors consider it is in the interests of good governance to seek shareholder approval under ASX Listing Rule 10.11

for the issue to CDH of 6,250,000 Ordinary Shares.

If Shareholder approval is given to the issue of the Ordinary Shares to CDH under ASX Listing Rule 10.11, approval is not

required under ASX Listing Rule 7.1.

In accordance with ASX Listing Rules 10.11 and 10.13, the following information is provided to Shareholders in relation to

Resolution 3:

Ordinary shares


The Ordinary Shares will be issued to CDH


The number of Ordinary Shares to be issued pursuant to Resolution 3 is 6,250,000 Ordinary Shares


The Ordinary Shares are to be issued upon Completion, but in any event no later than one month after the date of the Meeting


CDH is a substantial shareholder of the Company and two of its nominee Directors sit on the Board


The issue price is A$0.16 per Ordinary Share. Subject to Shareholder approval, CDH will subscribe for and the Company will issue to CDH Ordinary Shares at Completion.



ASX Listing Rule 10.13.6A

The intended use of the funds raised from the issue of the Ordinary Shares is for the development of current and future mining projects, and for general working capital purposes

Directors’ Recommendation

The Directors, with Mr Baravalle and Mr Twist (Directors representing CDH) abstaining, recommend that Shareholders vote

in favour of Resolution 3.

Enquiries

Shareholders are requested to contact Ben Harber on +44 (0) 20 7264 4366 if they have any queries in respect of the

matters set out in these documents. CDI holders should contact Emma Lawler on +61 (02) 8280 7355.

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Glossary

A$ Australian dollars, being the currency of the Commonwealth of Australia

Articles The Articles of Association of the Company

ASX ASX Limited, or the Australian Securities Exchange operated by it (as the context requires)

ASX Listing Rules The listing rules of ASX as amended or replaced from time to time, except to the extent of any express written waiver granted by ASX

Board Board of Directors of the Company

CDH Coal Development Holding B.V.

CDH Loan Note Instrument

The convertible loan note instrument adopted by the Company on 27 January 2014 pursuant to which CDH was granted the CDH Loan Notes

CDH Loan Notes The 3,250,000 unsecured, zero interest, convertible loan notes of A$1.00 issued by the Company to CDH pursuant to the terms of the CDH Loan Note Instrument

CDI CHESS Depositary Interests

CDN Chess Depositary Nominees Pty Ltd

Company Universal Coal plc

Companies Act Companies Act 2006 (UK)

Completion means completion of the issue of Ordinary Shares, Preferred Shares and Warrants to Ichor under the Subscription Agreement

Directors The Directors of the Company

Equity Securities Has the meaning given to that term in the ASX Listing Rules

Exxaro Exxaro Coal Mpumalanga (Pty) Ltd

GMT Greenwich Mean Time

Ichor Ichor Coal N.V.

Meeting The general meeting of the Company to which the Notice of Meeting relates

NCC The New Clydesdale Colliery, which is further described in the Company’s announcement to ASX dated 3 February 2014 available at http://www.asx.com.au/asxpdf/20140204/pdf/42mj80jhzckw5x.pdf

Ndalamo Ndalamo Resources (Pty) Ltd

Notice of Meeting The notice of General Meeting of which this Explanatory Statement forms part

Ordinary Shares Ordinary shares in the share capital of the Company. All references to an issue or holding of Ordinary Shares (as the case may be) shall be taken to include the corresponding issue or holding of CDIs.

Preferred Share The unlisted, convertible preferred shares referred to in this Notice of Meeting

Related Party Has the meaning given to that term in the ASX Listing Rules

Resolution A resolution set out in the Notice of Meeting

Shareholder A registered holder of an Ordinary Share or its corresponding CDI (as applicable)

Subscription Letter Agreement

Subscription Letter Agreement dated 28 August 2014 between the Company and CDH

Subscription Agreement

Subscription Agreement dated 1 September 2014 between the Company and Ichor

Takeover Code The UK City Code on Takeovers and Mergers, as amended from time to time

Warrant The unlisted warrants referred to in this Notice of Meeting

Warrant Instrument

Warrant Instrument (which is in agreed form between Ichor and the Company) that is to be executed by the Company at Completion

WST Australian Western Standard Time

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Annexure A – Amendments to the Articles

In addition to minor typographical amendments, the following changes are proposed to be made to the Articles:

1. The following new definitions to be inserted in Article 1.2 in the alphabetical order in which they should appear:

“Conversion Rate means the number of Ordinary Shares into which each Preferred Share is convertible, which

shall be the rate of one Ordinary Share for each Preferred Share as adjusted in accordance with Article 4.2(d);”

“Fraction Holders has the meaning given in Article 4.6(d)(xi);”

“Liquidation Surplus means such cash sum as remains on a liquidation or winding up of the Company after all of

its liabilities (including costs and expenses in connection with such liquidation or winding up) have been paid or

provided for;”

“Relevant CDIs has the meaning given to that term in Article 4.6(e)(ii);”

“Relevant Ordinary Shares has the meaning given to that term in Article 4.6(e)(ii);”

“Preferred Dividend has the meaning given in Article 4.6(a)(i);”

“Preferred Shares means preferred shares of £0.05 each in the Company;”

“Subscription Price means the amount paid up on a share (including the full amount of any premium at which

such share was issued);”

2. The following new Article 4.6 to be inserted after existing Article 4.5 and existing Article 4.6 be renumbered 4.7:

“The Preferred Shares shall have the following rights and be subject to the following restrictions:

(a) Dividend rights

(i) The Preferred Shares shall confer on the holders the right to receive, in priority to the rights of the

holders of Ordinary Shares and any other class of shares in the capital of the Company to

receive any dividend or other distribution, a fixed non-cumulative preferential dividend (the

"Preferred Dividend") out of the profits of the Company available for distribution.

(ii) The Preferred Dividend is payable at the rate of 2 per cent. per annum on the Subscription Price

of the Preferred Shares.

(iii) The Preferred Dividend shall accrue on a daily basis from the date of issue of any Preferred

Shares and shall not be payable until such time as declared or paid by the Company.

(iv) No dividend may be declared or paid by the Company on the Ordinary Shares in respect of any

financial year or other period for which accounts of the Company shall be made up unless and

until either:

(A) all accruals of the Preferred Dividend in respect of that financial year or other period

have been paid to the holders of the Preferred Shares; or

(B) the holders of the Preferred Shares have consented to or sanctioned the declaration or

payment of such dividend.

(v) The Preferred Dividend shall only become a debt due from the Company to the holders of the

Preferred Shares once the Company has declared or paid the relevant Preferred Dividend.

(vi) Subject to Articles 4.6(a)(i) to (iv), the profits of the Company available for dividend and which the

Company may determine to distribute in respect of any financial year or other period for which

the accounts of the Company shall be made up shall be distributed amongst all the holders of the

Ordinary Shares and the Preferred Shares rateably as if the Preferred Shares had been

converted into Ordinary Shares at the then applicable Conversion Rate.

(vii) In this Article 4.6 the expression "non-cumulative" in relation to the Preferred Dividend means

that any such dividend, if declared or paid, is payable out of the profits of the Company available

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for distribution in respect of the financial year or other period for which accounts of the Company

shall be made up and by reference to which such dividend has accrued but without any right in

the case where no Preferred Dividend is declared or paid by the Company in respect of any

financial year or other period to receive such dividend out of the profits of the Company available

for distribution in respect of any subsequent financial year or other period in any subsequent

financial year.

(b) Liquidation Surplus

(i) On a return of assets on a winding up or liquidation of the Company the following order of priority

shall apply to payments to Members out of the Liquidation Surplus:

(A) first, in paying to the holders of Preferred Shares all declared but unpaid arrears of any

Preferred Dividend;

(B) secondly, in paying to the holders of Preferred Shares the Subscription Price of the

Preferred Shares; and

(C) thereafter any balance shall be paid to the holders of Ordinary Shares in proportion to

the number of shares held by each of them.

(ii) Save as explicitly set out in this Article 4.6, the holders of the Preferred Shares shall not be

entitled to any further right of participation in the profits or assets of the Company in respect of

their holdings in such shares.

(c) Voting rights

(i) The Preferred Shares shall be non-voting, save as described in Article 4.6(c)(ii). The holders of

the Preferred Shares shall be entitled to receive notice of and to attend general meetings of the

Company but shall not be able to vote on any resolution proposed at a general meeting, save as

described in Article 4.6(c)(ii).

(ii) The holders of Preferred Shares may only vote on a resolution proposed at a general meeting of

the Company if such resolution considers:

(A) any matter whilst the Preferred Dividend has become payable and is in arrears

pursuant to Article 4.6(a)(iii);

(B) a proposal to reduce the share capital of the Company;

(C) a proposal to approve the terms of a buy-back of the Company's share capital;

(D) a proposal to modify, affect, vary, extend or surrender any of the rights or privileges

attaching to the Preferred Shares pursuant to these Articles;

(E) a proposal to wind up the Company;

(F) a proposal to dispose of all of the property, business and undertaking of the Company

which, for the avoidance of doubt, shall not include a proposal to consider the disposal

of the Ordinary Shares whether by way of offer or scheme of arrangement or otherwise;

(G) any matter whilst the Company is in the process of being wound up;

(H) a proposal to create or issue shares ranking in priority to or pari passu with the

Preferred Shares.

(iii) In the event that the holders of Preferred Shares are entitled to vote at a general meeting

pursuant to Article 4.6(c)(ii), each holder of Preferred Shares who (being an individual) is present

in person or by proxy or (being a corporation) is present by a duly authorised representative or by

proxy, shall have one vote on a show of hands and on a poll every holder of Preferred Shares

shall be entitled to exercise the number of votes which he would have been entitled to exercise if

all the Preferred Shares had been converted into Ordinary Shares immediately before the holding

of the general meeting at the then applicable Conversion Rate.

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(iv) The holders of the Preferred Shares shall be entitled to receive a copy of every document sent to

the holders of the Ordinary Shares at the same time as the same is sent to the holders of the

Ordinary Shares.

(d) Conversion

(i) Each holder of Preferred Shares shall be entitled at any time and in the manner set out below to

convert all or any of its Preferred Shares into fully paid new Ordinary Shares at the Conversion

Rate.

(ii) The Company shall, immediately prior to the fourth anniversary of the issue of the Preferred

Shares, convert all of the Preferred Shares into fully paid Ordinary Shares at the Conversion

Rate.

(iii) The Conversion Rate shall be adjusted from time to time as follows:

(A) if Preferred Shares remain capable of being converted into Ordinary Shares and there

is a consolidation and/or sub-division of Ordinary Shares, the Conversion Rate shall be

adjusted (by resolution of the Directors) by an amount which, in the opinion of the

directors, is fair and reasonable to maintain the right to convert so as to ensure that

each holder of Preferred Shares is in no better or worse position as a result of such

consolidation or sub-division, such adjustment to become effective immediately after

such consolidation and/or sub-division; and

(B) if Preferred Shares remain capable of being converted into Ordinary Shares, on an

allotment of fully paid Ordinary Shares pursuant to a capitalisation of profits or reserves

to holders of Ordinary Shares the Conversion Rate shall be adjusted (by resolution of

the directors) to ensure that each holder of Preferred Shares is in no better or worse

position as a result of such capitalisation of profits or reserves, such increase to

become effective as at the record date for such issue,

If a doubt or dispute arises concerning an adjustment of the Conversion Rate in accordance with

this Article 4.6(d)(iii) the Board shall refer the matter to the auditors (or such other firm of

chartered accountants as the Board may select) for determination who shall make available to all

Members their report and whose certificate as to the amount of the adjustment, is, in the absence

of manifest error, conclusive and binding on all concerned and their costs shall be met by the

Company.

(iv) The right to convert pursuant to Article 4.6(d)(i) shall be exercisable by a holder of Preferred

Shares at any time by completing a notice which shall specify the number of Preferred Shares

which are to be converted (a "conversion notice") and delivering the same to the Company

together with the certificate for the Preferred Shares the subject of the conversion notice. Once

served, a conversion notice cannot be withdrawn or revoked except with the written consent of

the Company.

(v) Forthwith upon conversion of the Preferred Shares pursuant to Article 4.6(d)(i) or (ii) the

Company shall give written notice to each holder of Preferred Shares of the number of Ordinary

Shares of which it is a holder.

(vi) The "conversion date" for the conversion shall, in the case of conversion pursuant to Article

4.6(d)(i), be the earlier of:

(A) the first business day following 14 days after the date on which the conversion notice is

received by the Company; and

(B) such day as may be determined by the directors and notified to the holder of the

Preferred Shares concerned,

and, in the case of Article 4.6(d)(ii), shall be immediately prior to the date that falls on the fourth

anniversary of the issue of the Preferred Shares.

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(vii) Conversion of the Preferred Shares (the "Converting Shares") due to be converted in

accordance with this Article 4.6(d) on a conversion date is to be effected in such manner as may

be authorised by law and as the directors from time to time determine and, without prejudice to

the generality of the foregoing, may be effected by the consolidation and/or subdivision and

redesignation of the Converting Shares as Ordinary Shares and/or a capitalisation of reserves

including without limitation in the manner provided for in Article 4.6(d)(viii).

(viii) If the aggregate nominal value of the Converting Shares is less than the aggregate nominal value

of the Ordinary Shares to which the holders of Converting Shares are entitled by virtue of

conversion on the conversion date, conversion may be effected (pursuant to the authority given

by the resolution by which this Article 4.6(d)(viii) was adopted and by these Articles):

(A) by all the Converting Shares of each holder being consolidated and subdivided into

Ordinary Shares of individual nominal value equal to the nominal value of each

Ordinary Share in issue at the conversion date and of an aggregate nominal value

equal to the aggregate nominal amount of those Converting Shares; and

(B) by part of the amount for the time being standing to the credit of the Company's share

premium account or distributable or undistributable reserves equal to the difference

between the aggregate nominal value of the Ordinary Shares to which each holder of

Converting Shares is so entitled and the aggregate nominal value of the Converting

Shares held by him being capitalised and applied in paying up Ordinary Shares which

are allotted and issued credited as fully paid to that holder of Converting Shares.

(ix) The new Ordinary Shares to which a holder is entitled upon conversion shall for all purposes:

(A) be credited as fully paid;

(B) rank pari passu in all respects and form one class with the Ordinary Shares then in

issue; and

(C) entitle the holder to receive dividends and other distributions declared, made or paid on

Ordinary Shares by reference to a record date on or after the conversion date.

(x) The conversion of Preferred Shares shall be made on the conversion date. A certificate for new

Ordinary Shares and a new certificate for the balance of any Preferred Shares not converted into

Ordinary Shares shall be made available for collection at the registered office of the Company or

dispatched (at the holder's risk) to each holder without charge promptly upon receipt of the

certificate (or certificates) for such holder's Preferred Shares or if lost an indemnity in respect

thereof in a form reasonably satisfactory to the Board.

(xi) If any holder of Preferred Shares becomes entitled to fractions of an Ordinary Share as a result of

conversion ("Fraction Holders") the directors may (in their absolute discretion) deal with these

fractions as they think fit on behalf of the Fraction Holders. In particular, the directors may

aggregate and sell the fractions to a person (including, subject to the provisions of the Act, the

Company) for the best price reasonably obtainable and distribute the net proceeds of sale in due

proportions amongst the Fraction Holders. For the purposes of completing any such sale of

fractions, the Chairman of the Company or failing him the secretary will be deemed to have been

appointed the Fraction Holder's agent for the purpose of the sale.

(xii) The conversion of Preferred Shares into Ordinary Shares shall be without prejudice to the right of

the holders of the Ordinary Shares immediately prior to conversion to be entitled to claim and

pursue any unpaid arrears of dividend which may have become due and payable prior to

conversion.

(xiii) If any offer or invitation by way of rights is made to the holders of the Ordinary Shares, the

Company shall make or, so far as it is able, procure that there is made a like offer or invitation at

the same time to each holder of Preferred Shares as if its conversion rights had been exercisable

and exercised in full on the record date for such offer or invitation provided that the Company

shall be under no obligation to make or procure the making of such an offer or invitation to any

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holder of Preferred Shares resident in, or otherwise subject to the jurisdiction of, any state whose

law would make such an offer or invitation unlawful or subject to any consent or registration

requirements.

(e) Quotation of Ordinary Shares resulting from conversion

(i) If, at the conversion date of any Converting Shares, Ordinary Shares are admitted to quotation

and trading on ASX, the Company shall use its reasonable endeavours to obtain admission to

trading on ASX of the Ordinary Shares into which the Converting Shares have converted as soon

as reasonably practicable after the conversion date of the Converting Shares and in any event

within three Business Days.

(ii) If, at the conversion date of any Converting Shares, CHESS Depositary Interests over Ordinary

Shares are admitted to quotation and trading on ASX, unless otherwise directed by the holder of

the Converting Shares, the Company shall use its reasonable endeavours to ensure that:

(a) CHESS Depositary Interests ("Relevant CDIs") are issued to the holder(s) of the

Converting Shares in respect of the Ordinary Shares into which the Converting Shares

have converted ("Relevant Ordinary Shares"); and

(b) Relevant CDIs are admitted to quotation and trading on ASX,

each time that Relevant Ordinary Shares are issued (or otherwise come to be on issue) as soon

as reasonably practicable, and in any event within three Business Days, after such issue (or

other event).

(iii) Any Relevant CDIs issued under Article 4.6(e)(ii) shall:

(A) be issued free from Encumbrances;

(B) be credited as fully paid; and

(C) rank pari passu with the CHESS Depositary Interests issued in respect of Ordinary

Shares at the date that such Relevant CDIs are issued.

(iv) With effect from the relevant date of issue of the securities noted below, the holder of the

Converting Shares warrants to the Company that none of:

(a) if Article 4.6(e)(i) applies, the Ordinary Shares; and

(b) if Article 4.6(e)(ii) applies, the Relevant CDIs,

issued on conversion of the Preferred Shares are being converted by the holder of the

Converting Shares or issued to him with the purpose of him selling or transferring such Ordinary

Shares or Relevant CDIs (as applicable) or granting, issuing or transferring interests in, or

options over, them.

(iv) With effect from the relevant date of issue, the Company warrants that none of:

(a) if Article 4.6(e)(i) applies, the Ordinary Shares; and

(b) if Article 4.6(e)(ii) applies, the Relevant CDIs,

issued on conversion of the Preferred Shares are being issued by the Company the purpose of

the person to whom they are issued selling or transferring such Ordinary Shares or Relevant

CDIs (as applicable) or granting, issuing or transferring interests in, or options over, them.

3. The words “subject to Article 4.6(c)” to be inserted immediately after the words “For the purposes of this Article

17…” in Article 17.10.

4. The words “held to be” to be deleted and replaced with the words “in the opinion of the Board” in Article 18.1(b)(ii).

6. The words “In addition, for the purposes of this Article 18.1(b) and in the interpretation of the Takeover Regime for

the purposes of Article 18.1, references in the Code to 'voting rights' of a company will be deemed to be references

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to any voting rights attaching to the Ordinary Shares and the Preferred Shares (regardless of whether those voting

rights are exercisable).

7. New Article 33.11 to be inserted:

“33.11 The provisions of this Article 33 are subject to the rights of the Preferred Shares set out in Article 4.6(a).”

8. The words “Preferred Dividend or” to be inserted immediately after the words “…required for paying the…” in Article

34.1.

9. The words “Subject to the provisions of Article 4.6(b),” to be inserted at the beginning of Article 39.1.

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Annexure B – Summary of key terms of the

Preferred Shares

Preferred Shares

Number of Preferred Shares

71,220,000 Preferred Shares

Subscription price A$0.18 per Preferred Share

Dividend rights The right to receive a fixed non-cumulative preferential dividend payable at the rate of 2% per annum on the subscription price of the Preferred Shares

Voting rights The Preferred Shares shall be non-voting, except in the limited circumstances set out in Article 4.6(c)(ii) of the Articles

Liquidation preference

On a return of assets on a winding up or liquidation of the Company, the holders of Preferred Shares shall be entitled to be paid, in preference to holders of Ordinary Shares:

(A) all declared but unpaid arrears of any preferred dividend; followed by

(B) the subscription price of the Preferred Shares.

Conversion date The Preferred Shares will be converted to Ordinary Shares on the earlier of:

(A) the first business day following 14 days after the date on which the conversion notice is received by the Company or such earlier day following receipt of a conversion notice as may be determined by the directors and notified to the holder of the Preferred Shares concerned; or

(B) the day prior to the fourth anniversary of the issue of the Preferred Shares,

in accordance with Article 4.6(d) of the Articles

Conversion rate One Ordinary Share for each Preferred Share as may be adjusted in accordance with Article 4.6(d) of the Articles

Conversion price Nil

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Annexure C – Summary of key terms of the

Warrants

Warrants

Number of Warrants

71,220,000 Warrants

Issue price Nil

Subscription period

The period commencing on Completion and ending 18 months later

Subscription Rights

Except as set out below, the Warrants may be exercised in whole or in part at any time during the subscription period.

The Warrants shall not be exercised to the extent that the issue of Ordinary Shares as a result of the exercise of all or a portion of the Warrants would result in the Warrant holder and any persons acting in concert with it hold more than 29.99% of the voting rights of the Company

On exercise, each Warrant will, subject to adjustment as described below, convert to one Ordinary Share. The Ordinary Shares issued will rank equally with fully paid Ordinary Shares on issue

Subscription price A$0.36 per Warrant

Participation and adjustments

Until Ordinary Shares are issued upon valid exercise of the Warrants, the Warrant holder is not entitled to participate in new issues of securities by the Company. In the event that the capital of the Company is reorganized in a manner encompassed by ASX Listing Rule 7.22, the number of Warrants and/or the Subscription Price must be adjusted in accordance with that ASX Listing Rule

Quotation The Company will not seek quotation of the Warrants on any stock exchange, including ASX

Transferability The Warrants are not transferable (other than to group companies in accordance with paragraph 26 of Schedule 3 of the Warrant Instrument)

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Form of Proxy - General Meeting to be held on 6 October 2014

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique

designated account printed hereon. This personalised form is not transferable between

different: (i) account holders; or (ii) uniquely designated accounts. The Company and

Computershare Investor Services PLC accept no liability for any instruction that does

not comply with these conditions.

Explanatory Notes:1. Every holder has the right to appoint some other person(s) of their choice, who need

not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak

and vote on their behalf at the meeting. If you wish to appoint a person other than the

Chairman, please insert the name of your chosen proxy holder in the space provided

(see reverse). If the proxy is being appointed in relation to less than your full voting

entitlement, please enter in the box next to the proxy holder's name (see reverse) the

number of shares in relation to which they are authorised to act as your proxy. If returned

without an indication as to how the proxy shall vote on any particular matter, the proxy

will exercise his discretion as to whether, and if so how, he votes (or if this proxy form

has been issued in respect of a designated account for a shareholder, the proxy will

exercise his discretion as to whether, and if so how, he votes).

2. To appoint more than one proxy, an additional proxy form(s) may be obtained by

contacting the Registrar's helpline on 0871 495 0103 or you may photocopy this form.

Please indicate in the box next to the proxy holder's name (see reverse) the number of

shares in relation to which they are authorised to act as your proxy. Please also indicate

by marking the box provided if the proxy instruction is one of multiple instructions being

given. All forms must be signed and should be returned together in the same envelope.

3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular

resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and

will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a

resolution.

4. Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, entitlement

to attend and vote at the meeting and the number of votes which may be cast thereat

will be determined by reference to the Register of Members of the Company at close

of business on the day which is two days before the day of the meeting. Changes to

entries on the Register of Members after that time shall be disregarded in determining

the rights of any person to attend and vote at the meeting.

5. The above is how your address appears on the Register of Members. If this information

is incorrect please ring the Registrar's helpline on 0871 495 0103 to request a change

of address form or go to www.investorcentre.co.uk to use the online Investor Centre

service.

6. Any alterations made to this form should be initialled.

7. The completion and return of this form will not preclude a member from attending the

meeting and voting in person.

To be effective, all proxy appointments must be lodged with the Company’s Registrars at:

Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 2 October 2014 at 12.00 noon GMT.

View the Notice of Meeting online: www.universalcoal.com

visit: www.investorcentre.co.uk

All Correspondence to:

Computershare Investor Services PLC

The Pavilions, Bridgwater Road,

Bristol, BS99 6ZY

Register today and manage your shareholding online!

Change your

address

View your

Shareholding

Manage future

payments

119886_81958_RUN_ONS/000001/000001/SG151/i

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Form of ProxyPlease complete this box only if you wish to appoint a third party proxy other than the Chairman.Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).

I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full votingentitlement* on my/our behalf at the General Meeting of Universal Coal plc to be held at the offices of SGH Martineau, Fifth Floor, One America Square,Crosswall, London EC3N 2SG on 6 October 2014 at 12.00 noon GMT, and at any adjourned meeting.* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

Please mark here to indicate that this proxy appointment is one of multiple appointments being made.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature DateIn the case of a corporation, this proxy must be given under its

common seal or be signed on its behalf by an attorney or officer duly

authorised, stating their capacity (e.g. director, secretary).

Special Resolution For AgainstVote

Withheld

1. Amending the Articles of Association to create a new class of Preferred Shares.

Ordinary Resolutions

2. Issue of Ordinary Shares, Preferred Shares and Warrants to Ichor Coal N.V.

3. Issue of Ordinary Shares to Coal Development Holding B.V.

317H 70 VNU

*

Please use a black pen. Mark with an X

inside the box as shown in this example.

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SRN/HIN: I9999999999

Lodge your vote:By Mail:

Alternatively you can fax your form to(within Australia) 1800 783 447(outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only(custodians) www.intermediaryonline.com

For all enquiries call:(within Australia) 1300 850 505(outside Australia) +61 3 9415 4000

CDI Voting Instruction Form

PLEASE NOTE: For security reasons it is important that you keep yourSRN/HIN confidential.

For your vote to be effective it must be received by 12.00pm (WST) Wednesday, 1 October 2014

How to Vote on Items of BusinessEach CHESS Depositary Interest (CDI) is equivalent to one shareof Company Common Stock, so that every 1 (one) CDI registered inyour name at 1 October 2014 entitles you to one vote.

You can vote by completing, signing and returning your CDI VotingInstruction Form. This form gives your voting instructions to CHESSDepositary Nominees Pty Ltd, which will vote the underlying shareson your behalf. You need to return the form no later than the timeand date shown above to give CHESS Depositary Nominees PtyLtd enough time to tabulate all CHESS Depositary Interest votesand to vote on the underlying shares.

Signing InstructionsIndividual: Where the holding is in one name, the securityholdermust sign.Joint Holding: Where the holding is in more than one name, all ofthe securityholders should sign.Power of Attorney: If you have not already lodged the Power ofAttorney with the Australian registry, please attach a certifiedphotocopy of the Power of Attorney to this form when you return it.Companies: Only duly authorised officer/s can sign on behalf of acompany. Please sign in the boxes provided, which state the officeheld by the signatory, ie Sole Director, Sole Company Secretary orDirector and Company Secretary. Delete titles as applicable.

Comments & Questions: If you have any comments or questionsfor the company, please write them on a separate sheet of paperand return with this form.

Turn over to complete the form

ARBN 143 750 038

www.investorcentre.comView your securityholder information, 24 hours a day, 7 days a week:

Review your securityholding

Update your securityholding

Your secure access information is:

Computershare Investor Services Pty LimitedGPO Box 242 MelbourneVictoria 3001 Australia

T 000001 000 UNV

MR SAM SAMPLEFLAT 123123 SAMPLE STREETTHE SAMPLE HILLSAMPLE ESTATESAMPLEVILLE VIC 3030

Samples/000001/000001/i

*S000001Q01*

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I 9999999999

Change of address. If incorrect,mark this box and make thecorrection in the space to the left.Securityholders sponsored by abroker (reference numbercommences with ’X’) should adviseyour broker of any changes.

CDI Voting Instruction Form Please mark to indicate your directions

CHESS Depositary Nominees Pty Ltd will vote as directedVoting Instructions to CHESS Depositary Nominees Pty Ltd

STEP 1

I/We being a holder of CHESS Depositary Interests of Universal Coal PLC hereby direct CHESS Depositary Nominees Pty Ltd to vote theshares underlying my/our holding at the General Meeting of Universal Coal PLC to be held at SGH Martineau, Fifth Floor, One America Square,Crosswall, London ECN3N 2SG on Monday, 6 October 2014 at 12.00pm (GMT) and at any adjournment or postponement of that meeting.By execution of this CDI Voting Form the undersigned hereby authorises CHESS Depositary Nominees Pty Ltd to appoint such proxies or theirsubstitutes to vote in their discretion on such business as may properly come before the meeting.

STEP 2 Items of Business PLEASE NOTE: If you mark the Abstain box for an item, you are directing CHESS Depositary NomineesPty Ltd or their appointed proxy not to vote on your behalf on a show of hands or a poll and your votes willnot be counted in computing the required majority.

SIGN Signature of Securityholder(s) This section must be completed.Individual or Securityholder 1 Securityholder 2 Securityholder 3

Sole Director and Sole Company Secretary Director Director/Company Secretary

ContactName

ContactDaytimeTelephone Date

I ND

MR SAM SAMPLEFLAT 123123 SAMPLE STREETTHE SAMPLE HILLSAMPLE ESTATESAMPLEVILLE VIC 3030

U N V 1 8 8 7 9 9 A

/ /

XX

ForA

gainst

Absta

in

Resolution 1 Amending the Articles of Association to create a new class of Preferred Shares

Resolution 2 Issue of Ordinary Shares, Preferred Shares and Warrants to Ichor Coal N.V.

Resolution 3 Issue of Ordinary Shares to Coal Development Holding B.V.

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