BTU Peabody Energy Corporation

1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.

12.

13.

14.

15.

16.

17.

18.

19.

20.

21.

22.

23.

24.

25.

26.

27.

28.

29.

30.

31.

32.

33.

34.

35.

36.

37.

38.

39.

40.

41.

42.

43.

44.

45.

46.

47.

SCHEDULE 1

PARTICULARS OF THE COMPANY AND THE SUBSIDIARIES

SCHEDULE 2

CONSIDERATION ALLOCATION

SCHEDULE 3

ROYALTY ALLOCATION

SCHEDULE 4

PRE-COMPLETION OBLIGATIONS

SCHEDULE 5

COMPLETION OBLIGATIONS

SCHEDULE 6

SELLER’S WARRANTIES

SCHEDULE 7

LIMITATIONS ON SELLER LIABILITY

SCHEDULE 8

TAX COVENANT

SCHEDULE 9

COMPLETION ACCOUNTS

SCHEDULE 10

FORMAT OF COMPLETION ACCOUNTS

SCHEDULE 11

ROYALTY

SCHEDULE 12

MINING TENEMENTS

SCHEDULE 13

SCHEDULE 14

INTELLECTUAL PROPERTY

SCHEDULE 15

SELLER GUARANTEES

SCHEDULE 16

SPECIFIC CONTRACTS

SCHEDULE 17

TERMINATING CONTRACTS

SCHEDULE 18

SEPARATION PRINCIPLES

EXHIBIT 1

EXERCISE NOTICES

EXHIBIT 2

ROYALTY WORKED EXAMPLE

EXHIBIT 3

TRANSITIONAL SERVICES AGREEMENT

ANGLO AMERICAN NETHERLANDS B.V., a company incorporated in The Netherlands with registered number 33139747 and having its registered office at 17 Charterhouse Street, London EC1N 6RA (the “Seller”);

ANGLO AMERICAN SERVICES (UK) LTD., a company incorporated in the United Kingdom with registered number 02295324 and having its registered office at 17 Charterhouse Street, London EC1N 6RA (the “Seller Guarantor”);

PEABODY SMC PTY LTD, a company incorporated in Queensland, Australia with company number ACN 682 277 587 and having its registered office at Level 14, 31 Duncan Street, Fortitude Valley QLD 4006 (the “Buyer”); and

PEABODY ENERGY CORPORATION, a company incorporated in the State of Delaware, United States of America with registered number 2864939 and having its registered office at 701 Market Street, St. Louis, Missouri, United States of America (the “Buyer Guarantor”).

On the exercise of the Put Option or Call Option subject to the terms of this Deed, the Seller wishes to sell and the Buyer wishes to acquire the Company’s entire issued share capital.

The Seller Guarantor has become a party to this Deed for the purpose of entering into the guarantee and indemnity set out in Clause 22.

The Buyer Guarantor has become a party to this Deed for the purpose of entering into the guarantee and indemnity set out in Clause 24.

DEFINITIONS AND INTERPRETATION

In this Deed, unless the context otherwise requires or amended by Clause 10.4:

the Corporations Act’s requirements for the preparation and contents of financial reports; and

the accounting standards approved under the Corporations Act, being the Australian Accounting Standards and any authoritative interpretations issued by the Australian Accounting Standards Board;

owns directly or indirectly more than 50% of the shares entitled to vote at a general election of directors of such other entity;

has the right to appoint the majority of the board of directors (or equivalent body) of a legal entity; or

has the majority voting interest in such other entity if such entity does not have either shares or directors,

Bank: [***];

Bank Address: [***];

Account Name: [***];

Account Number: [***];

Wire ABA: [***];

ACH ABA: [***]; and

Swift: [***];

the Group Companies;

the Moranbah North Assets; and

the Moranbah North Entities;

the Carve-out Accounts;

the unaudited balance sheet in respect of the Carve-out Assets as of the last date of each subsequent quarter, other than the fourth quarter in any financial year, ending after 31 December 2023, and at least 45 days prior to the Scheduled Completion Date, and the related statements of comprehensive income (loss), changes in stockholders equity, and changes in cash flows for the financial year then ended for the three months then ending and for the portion of the year to date reviewed by the Seller’s independent auditor;

historical information reasonably requested by the Buyer in the Buyer’s preparation of the pro forma financial statements required to be included in any Offering Documents for the Financing (including such financial information as the Buyer may reasonably request in order to permit the Buyer to complete any required reconciliation from International Financial Reporting Standards (“IFRS”) to generally accepted accounting principles in the United States and any required reclassifications to conform to the Buyer Group’s financial statement presentation) (it being agreed that the Seller need only assist in the preparation thereof but shall not be required to (x) prepare independently any pro forma financial statements or (y) provide any information or assistance relating to (A) the proposed aggregate amount of debt financing, together with assumed interest rates, dividends (if any) and fees and expenses relating to the incurrence of such debt, (B) any post-Completion Date or pro forma cost savings, synergies, capitalisation or ownership desired to be incorporated into any information used in connection with such financing or (C) any financial information related to the Buyer Group); and

all other financial data and other information regarding the Carve-out Assets that is reasonably requested by the Buyer and required for the Buyer to produce customary Offering Documents for private placements of non-convertible bonds pursuant to Rule 144A under the US Securities Act (but for the avoidance of doubt, excluding the Excluded Information); provided that, notwithstanding anything to the contrary in this definition or otherwise, nothing herein shall require the Seller to provide (or be deemed to require the Seller to prepare) any (1) description of all or any portion of the Financing, including any “description of notes,” “plan of distribution” and

the Jellinbah Carve-out;

the Moranbah Carve-out; and

any Pre-emption Carve-out notified in accordance with Clause 10.5;

cash in hand;

cash standing to the credit of any account with a bank or other financial institution;

the Inter-Group Funding Receivables;

cash equivalents, including liquid or realisable stocks, shares, bonds, treasury bills and other such securities; and

any cash held as security arising from any pay out of a Bank Guarantee,

the Up-front Consideration; minus

the Deposit (including accrued interest in accordance with Clause 4.3(c)(iii)); plus

the Estimated Cash; minus

the Estimated Debt; plus

the Estimated Working Capital Adjustment;

any borrowings from any bank or other financial institution, including in the form of letters of credits (to the extent drawn) but excluding in all cases (i) any rehabilitation guarantees, bonds, assurances or similar provided by the Seller or a Group Company, including in respect of its Mining Tenements, and (ii) any Seller Guarantees. For the avoidance of doubt, this paragraph (a) includes any cash standing to the debit of any account with a bank or other financial institution;

any indebtedness evidenced by any bond, note, loan stock, debenture or similar instrument;

any obligations under any conditional sale, title retention, forward sale or purchase or any similar agreement or arrangement creating obligations with respect to the deferred purchase price of property (other than customary trade credit given in the ordinary course of trading and other than factoring or discounting without recourse);

any asset or liability in respect of interest rate, currency or commodity swap, forward contract, cap, collar or other hedging agreement or arrangement (valued as if terminated at Completion and any such assets will be included in Debt as a negative figure);

any corporation or profit based tax liabilities or assets (and any such assets will be included in Debt as a negative figure);

any sell-side transaction-related costs to the extent payable by a Group Company after the Effective Time, excluding any GST other than Irrecoverable GST;

any Transaction Bonuses;

the Inter-Group Funding Payables;

any guarantees in respect of any obligation under limbs (a) to (h) above (but excluding any rehabilitation guarantees, bonds, assurances or similar provided, including in respect of the Mining Tenements), but only to the extent drawn or called as of the Effective Time;

any break fees or prepayment penalties or premiums, incurred in relation to the repayment or termination of any of the matters referred to in limbs (a) to (i) above, but solely to the extent such repayment or termination is a necessary consequence of Completion or results from actions taken before the Effective Time; and

any accrued but unpaid interest on any of the matters referred to in limbs (a) to (j) above up to the Effective Time,

the information and documents contained in the Data Room (including the Vendor Reports);

the written responses (including any attachments to those responses) given to any written questions submitted by the Buyer Group or its Representatives included in the Data Room;

all written information and documents provided during any site visit to the Mining Tenements or the Properties;

any management presentations and information memoranda in relation to the transaction completed by this Deed or the Moranbah North SAPA (including the ‘Information Memorandum’ at document 01.03.01 in the Data Room and the management presentations in folder 01.05 in the Data Room) and all written and verbal information provided during the question and answer process of any management presentations; and

all information (including in any attachments) in the Disclosure Letter or in any disclosure letter provided to the Buyer (or its Affiliate) pursuant to the Moranbah North SAPA;

the abandonment, reclamation, remediation, decommissioning, rehabilitation, restoration or contamination of or in relation to;

clean-up, remediation, removal, response or other actions or damages, contribution, indemnification, cost recovery, compensation, or injunctive relief pursuant to any claim, demand, legal proceeding or cause of action based on Environmental Law in relation to; or

any notice, order, direction or requirement given under an Environmental Law (including in relation to the provision of security, financial assurance or other financial support) in relation to,

to convert into US dollars, the mid-point spot rate of exchange for that currency into US dollars at the rate quoted by Bloomberg as at 4:00pm (London time) two Business Days before the relevant day;

to convert into AU dollars, the mid-point spot rate of exchange for that currency into AU dollars at the rate quoted by Bloomberg as at 4:00pm (London time) two Business Days before the relevant day; or

to convert into any currency other than AU dollars or US dollars, the mid-point spot rate of exchange for that currency into the relevant currency at the rate quoted by Bloomberg as at 4:00pm (London time) two Business Days before the relevant day;

in respect of the Seller, a notice to exercise the Put Option (substantially in the form set out in Part 2 in Exhibit 1); or

in respect of the Buyer, a notice to exercise the Call Option (substantially in the form set out in Part 1 in Exhibit 1);

Capcoal JVA;

Dawson JVA;

Dawson South JVA;

Dawson South Exploration JVA;

Theodore South JVA;

Moranbah South EJVA; and

Roper Creek JVA;

90 days after the date of the notice from the Seller under Clause 13.2; and

10 Business Days before the Scheduled Completion Date;

the ‘Steelmaking Coal’ operating segment (as referred to in the Anglo American plc annual report), consisting of the balance sheet as at 27 October 2024 and the profit and loss for the period from the Accounts Date to 27 October 2024; and

‘Corporate Australia’ (comprising the Company, Anglo American Australia Holdings Pty Limited, Anglo American Exploration (Australia) Pty Limited and Anglo American Australia Finance Limited), consisting of the balance sheet as at 31 October 2024 and the profit and loss for the period from the Accounts Date to 31 October 2024,

if the annual or quarterly financial statements constituting Carve-out Required Information would be required to be updated pursuant to such definition during such twenty-five (25) consecutive Business Day period (and have not been updated prior to such period), then the Marketing Period will not be deemed to commence until (and will not be deemed to restart any earlier than) the earliest date on which the Seller furnishes the Buyer with the applicable updated financial statements (giving effect to the notwithstanding paragraph below);

if any of the financial statements included in the Carve-out Required Information are restated, the Seller announces an intent to restate any such financial statements or that any such restatement is under consideration or may be a possibility, or the board of directors of Seller determines that a restatement of any such financial statements is required, then the Marketing Period will be deemed not to resume unless and until (and will not be deemed to restart any earlier than) such restatement has been completed or the Seller has determined that no restatement is required in accordance with IFRS consistently applied (giving effect to the notwithstanding paragraph below);

if the Carve-out Required Information contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained in such Carve-out Required Information, in the light of the circumstances under which they were made, not misleading, then the Marketing Period will not be deemed to resume unless and until such Carve-out Required Information has been updated or amended so that there is no longer any such untrue statement or omission (giving effect to the notwithstanding paragraph below);

if the financial statements included in the Carve-out Required Information are not sufficient at any time during such twenty-five (25) consecutive Business Day period (giving effect to the notwithstanding paragraph below) to permit the Seller’s independent auditor to issue a customary “comfort” letter to the relevant Financing Sources, including as to customary “negative assurance” and change period comfort, in order to consummate the Financing, then the Marketing Period will not be deemed to resume unless and until such financial statements are sufficient to permit the Seller’s independent auditor to issue such customary comfort letter in order to consummate the Financing; and

(x) if such twenty-five (25) consecutive Business Day period has not ended on or prior to (i) December 20, 2024, then such period will commence no earlier than January 2, 2025, (ii) August 15, 2025, then such period will not commence until September 2, 2025, and (iii) December 19, 2025, then such period will not commence until January 5, 2026, and (y) November 27, 2024 through November 29, 2024, January 20, 2025, February 17, 2025, May 26, 2025, June 19, 2025, July 4, 2025, November 26, 2025 through November 28, 2025 will not be Business Days for purposes of calculating the twenty-five (25) consecutive Business Day period and such twenty-five (25) consecutive Business Day period will toll during such times (but will not be required to re-start following such tolling).

that has been Disclosed in the Disclosure Material, this Deed, any other Transaction Document or the Moranbah North SAPA (which the parties agree does not include disclosure of the risk of the mere fact that a change, matter, event or circumstance may occur);

in relation to compliance with the terms of this Deed, the Moranbah North SAPA and / or any other Transaction Document;

in relation to the announcement or execution of the transactions contemplated by this Deed, the Moranbah North SAPA and / or any other Transaction Document (including any adverse effect that may arise from threatened or actual loss of, or disruption in, any customer, supplier, vendor, lender, contractor, employee, landlord, lessee, community or government relationships, or by reason of the identity of the Buyer or any communication by the Buyer regarding its plans or intentions with respect to the Group Companies);

in relation to the satisfaction or waiver of a Condition;

in relation to the exercise of any Pre-emption Rights;

agreed to, requested by, or consented to, in writing by the Buyer or the Buyer Guarantor or otherwise arises as a result of any action of the Buyer or its Affiliates;

of which the Buyer is actually aware as at the date of this Deed (which the parties agree does not include awareness of the risk of the mere fact that a change, matter, event or circumstance may occur);

in relation to changes in commodity prices (including in connection with coal prices and / or demand for coal), exchange rates or interest rates;

in relation to general economic, political, business, market, regulatory or financial conditions, or changes in such conditions, applying in the coal mining industry;

in relation to changes or major disruptions to, or fluctuations in, currency exchange rates, financial, securities or other market conditions in the local, domestic or international financial markets (including prevailing interest rates) generally;

in relation to activism, acts of terrorism, riot, war (whether or not declared), civil war, armed hostilities, sabotage (including cyberattack), international or national emergency or similar, or the continuation, escalation or worsening thereof, including those that affect the Group Companies and their competitors in any market for the production and supply of coal in a similar manner;

in relation to any natural disaster, including the worsening of such event;

in relation to any epidemic, pandemic, disease, outbreak of illness (including COVID-19), including the worsening of such event, other health crisis or public health event;

in relation to any industrial action, strike, lockout or other labour difficulty (in each case, which has an industry wide impact);

in relation to any change in any Law (including Tax Laws and Tax rates, state royalties or state royalty rates) (whether such change has taken effect) or the judicial or administrative interpretation of any Law, including its application or non-application, in each case excluding any Law that solely relates to the Group Companies or the assets of the Group Companies;

in relation to any change in financial reporting standards, accounting policies, accounting standards or generally accepted accounting principles, including their application or non-application; or

in relation to the non-cash depreciation or amortisation of assets of the Group in the ordinary course.

the Specific Contracts; and

any current contract to which a Group Company is a party which had an annual revenue or annual expenditure of AUD 50,000,000 or more in the financial year immediately preceding the date of this Deed;

Capcoal Participating Interest;

Dawson Participating Interest;

Dawson South Participating Interest;

Dawson South Exploration Participating Interest;

Theodore South Participating Interest;

Moranbah South Participating Interest; and

Roper Creek Participating Interest,

a PPS Register security interest registered in the ordinary course of business in connection with an equipment financing, hire purchase, retention of title or similar arrangement;

any Encumbrance arising under or in connection with a Joint Venture Agreement;

any mortgage or registration against the Mining Tenements or the Properties that is Disclosed or would have shown on a public enquiry report two Business Days before the date of this Deed;

any Encumbrance that is Disclosed;

in respect of the Mining Tenements and the Properties, any reservation or covenant arising under law or arising in respect of the grant of the Mining Tenement;

a retention of title arrangement under which title is retained by a supplier over goods supplied to any Group Company until payment for such goods is made if such arrangement has been entered into in the ordinary course of business;

a security interest contemplated by section 12(3)(b) of the PPSA if such commercial consignment has been entered into in the ordinary course of business; and

a security interest contemplated by section 12(3)(c) of the PPSA if such PPS lease has been entered into in the ordinary course of business and is not a security interest within the meaning of section 12(1) of the PPSA;

in respect of the Capcoal Joint Venture, a notice from Mitsui under clause 7.3(a) of the Capcoal JVA requiring that the relevant Capcoal Participating Interest (being the interest held by one or both of Jena and Anglo German Creek) be transferred to Mitsui;

in respect of the Dawson South Joint Venture, a notice from Mitsui under clause 7.3 of the Dawson South JVA requiring that the Dawson South Participating Interest be transferred to Mitsui;

in respect of the Dawson South Exploration Joint Venture, a notice from Mitsui under clause 20.3(a) of the Dawson South Exploration JVA requiring that the Dawson South Exploration Participating Interest be transferred to Mitsui;

in respect of the Theodore South Joint Venture, a notice from Mitsui under clause 20.3(a) of the Theodore South JVA requiring that the Theodore South Participating Interest be transferred to Mitsui; and

in respect of the Moranbah South Joint Venture, a notice from Exxaro under clause 18.3 of the Moranbah South EJVA requiring that the Moranbah South Participating Interest be transferred to Exxaro;

Capcoal Joint Venture;

Dawson South Joint Venture;

Dawson South Exploration Joint Venture;

Theodore South Joint Venture; and

Moranbah South Joint Venture;

Capcoal JVA;

Dawson South JVA;

Dawson South Exploration JVA;

Theodore South JVA; and

Moranbah South EJVA;

in respect of the Capcoal Joint Venture, a notice from each of Anglo German Creek and Jena under clause 8.3 of the Capcoal JVA in respect of the change of control that would result from completion of this Deed;

in respect of the Dawson South Joint Venture, a notice from Anglo Dawson South under clause 8.3 of the Dawson South JVA in respect of the change of control that would result from completion of this Deed;

in respect of the Dawson South Exploration Joint Venture, a notice from Anglo Dawson South under clause 21.3 of the Dawson South Exploration JVA in respect of the change of control that would result from completion of this Deed;

in respect of the Theodore South Joint Venture, a notice from Anglo Theodore South under clause 21.3 of the Theodore South JVA in respect of the change of control that would result from completion of this Deed; and

in respect of the Moranbah South Joint Venture, a notice from Anglo Grosvenor under clause 19.3 of the Moranbah South EJVA in respect of the change of control that would result from completion of this Deed;

in respect of the Capcoal Joint Venture, any agreement to sell the Capcoal Participating Interest held by one or both of Jena and Anglo German Creek to Mitsui in accordance with a Pre-emption Acceptance Notice;

in respect of the Dawson South Joint Venture, any agreement to sell the Dawson South Participating Interest to Mitsui in accordance with a Pre-emption Acceptance Notice;

in respect of the Dawson South Exploration Joint Venture, any agreement to sell the Dawson South Exploration Participating Interest to Mitsui in accordance with a Pre-emption Acceptance Notice;

in respect of the Theodore South Joint Venture, any agreement to sell the Theodore South Exploration Participating Interest to Mitsui in accordance with a Pre-emption Acceptance Notice; and

in respect of the Moranbah South Joint Venture, any agreement to sell the Moranbah South Participating Interest to Exxaro in accordance with a Pre-emption Acceptance Notice;

any loss, relief, allowance or credit, in respect of any Tax and any deduction in computing income, profits or gains for the purposes of any Tax; or

any right to a refund or repayment of Tax,

in relation to the Buyer, any Buyer Group member and their respective directors, officers, employees, agents, consultants, advisers, auditors, accountants and Financing Sources; and

in relation to any other person, its Affiliates and its and their respective directors, officers, employees, agents, consultants, advisers, auditors and accountants;

designated on the lists of Specially Designated Nationals and Blocked Persons or “Foreign Sanctions Evaders” maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of Commerce, the U.S. Department of State and any other agency of the U.S. government;

designated on the Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions maintained by the European Commission, the Consolidated List maintained by the Department of Foreign Affairs and Trade maintained by the Australian Government; the Consolidated List of Financial Sanctions Targets maintained by the Office of Financial Sanctions Implementation within the UK’s HM Treasury, or any equivalent list maintained by the competent sanctions authority of any member state of the EU;

that is, or is part of, a government of a Sanctioned Territory;

that is located, organised or residing in any Sanctioned Territory; or

50% or more directly or indirectly owned or controlled by any of the foregoing;

if the Seller has given a notice under clause 15.2 of the Moranbah North SAPA, except where Clause 14.8 applies, subject to paragraph (c), the End of Month Date following the last of the Conditions being satisfied or waived and an Exercise Notice being given;

if the Seller has not given a notice under clause 15.2 of the Moranbah North SAPA, except where Clause 14.8 applies, subject to paragraph (c), the End of Month Date following the last of the Conditions being satisfied or waived and an Exercise Notice being given (but if the satisfaction or waiver of the last Condition (aside from the conditions in Clauses 9.1(b) and 9.1(c)) is less than five Business Days before that End of Month Date, the following End of Month Date);

if:

the Marketing Period has not yet been completed as of the close of business on the day which is at least three Business Days prior to the date determined under paragraph (a) or (b);

Pre-emption Expiry would not occur on or prior to the date determined under paragraph (a) or (b); and

Pre-emption Expiry would not occur on or prior to a revised Scheduled Completion Date that would apply following a Scheduled Completion Date determined under paragraph (a) or (b) in circumstances where the Buyer does not comply with its obligations under Clause 14.2 on the Scheduled Completion Date and the Seller could give a notice under Clause 14.8 to defer Completion to the next End of Month Date,

where Clause 14.8 applies, the date determined in accordance with Clause 14.8; or

any other date agreed in writing by the Seller and the Buyer;

the Seller and each of its Affiliates, in each case from time to time;

before Completion, the Group Companies; and

the Moranbah North Entities before completion of the transactions contemplated by the Moranbah North SAPA;

except to the extent the Seller Financial Provisioning is in the form of a cash contribution to the Scheme Manager (or other Authority) in respect of the FPS Environmental Authorities, the Seller Financial Provisioning; and

the Bank Guarantees;

Bank: [***];

Bank Address: [***];

Account Name: [***];

Account Number: [***];

IBAN: [***];

Swift Code: [***];

to a third party by any Group Company in respect of the Seller’s or Seller’s Affiliate’s obligation (excluding any guarantees, bonds, credit support arrangements, indemnities and letters of comfort given in respect of the assets and liabilities that are the subject of the transactions contemplated by the Moranbah North SAPA); or

to a third party by the Seller or a Seller’s Affiliate in respect of any obligation of any Group Company;

In this Deed, unless the context otherwise requires:

“undertaking” and “group undertaking” will be construed in accordance with section 1161 of the Companies Act 2006, “subsidiary” and “holding company” will be construed in accordance with section 1159 of the Companies Act 2006 and “subsidiary undertaking” and “parent undertaking” will be construed in accordance with section 1162 of the Companies Act 2006;

every reference to a particular Law will be construed also as a reference to all other Laws made under the Law referred to and to all such Laws as amended, re-enacted, consolidated or replaced or as their application or interpretation is affected by other Laws from time to time and whether before or after Completion but, as between the parties, no such amendment after the date of this Deed will apply for the purposes of this Deed to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any party;

references to Clauses and Schedules are references to clauses of and schedules to this Deed; references to paragraphs and sub-paragraphs are references to paragraphs and sub-paragraphs of the Schedule in which the reference appears, and references to this Deed includes the Schedules;

the singular includes the plural and vice versa, and a gender includes any other gender;

references to a “party” means a party to this Deed and includes its successors in title, personal representatives and permitted assigns;

references to a “person” includes any individual, partnership, body corporate, corporation sole or aggregate, state or agency of a state, and any unincorporated association or organisation, in each case whether or not having separate legal personality;

references to a “company” includes any company, corporation or other body corporate wherever and however incorporated or established;

references to the phrase “to the extent that” are a matter of degree and are not synonymous with “if”;

references to “AU dollars” or “AUD” are references to the lawful currency from time to time of Australia;

references to “US dollars”, “dollars”, “USD” or “$” are references to the lawful currency from time to time of the United States of America;

for the purposes of applying a reference to a monetary sum expressed in AU dollars or US dollars, an amount in a different currency must be deemed to be an amount in AU dollars or US dollars, as required by this Deed, translated at the applicable Exchange Rate for the relevant date (which for a Claim will be the date of payment in respect of such Claim and for the Completion Accounts will be the date expressed in the Completion Accounts), except as expressly set out in this Deed;

references to times of the day are to London, United Kingdom time unless otherwise stated;

references to writing includes any modes of reproducing words in a legible and non-transitory form, including by e-mail;

references to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court official or any other legal concept or thing is, in respect of any jurisdiction other than England, deemed to include what most nearly approximates in that jurisdiction to the English legal term;

words introduced by the word “other” are not to be given a restrictive meaning because they are preceded by words referring to a particular class of acts, matters or things;

general words are not to be given a restrictive meaning because they are followed by words which are particular examples of the acts, matters or things covered by the general words, and the words “includes” and “including” will be construed without limitation;

where this Deed requires any party to reimburse or indemnify another party for any cost, expense or liability, references to such “costs”, “expenses” and / or “liabilities” (or similar phrases or expressions) incurred by a person must not include any amount in respect of GST other than Irrecoverable GST;

if the day on which the Buyer must pay the Deposit is not a Business Day, the Buyer must pay the Deposit on the next Business Day; and

a procuring obligation where used in the context of the Seller in respect of a Group Company means that the Seller undertakes to exercise its voting rights and use reasonable endeavours to use such powers as are vested in the Seller from time to time as a shareholder of any Group Company (and which is not inconsistent with the Seller’s fiduciary duties, if any) to ensure compliance with that obligation.

The title of and headings and sub-headings in this Deed are inserted for convenience only and do not affect the construction or interpretation of this Deed.

Each schedule to this Deed forms part of this Deed.

References to a document (including this Deed) include such document as amended or varied in accordance with its terms.

GRANT OF CALL OPTION AND PUT OPTION

In consideration of the Seller paying to the Buyer $10.00 (the sufficiency and receipt of which is acknowledged) and the undertakings in this Deed, the Buyer irrevocably offers to purchase the Shares from the Seller at the price and on the terms of this Deed (“Put Option”) during the Put Option Exercise Period.

In consideration of the Buyer paying to the Seller $10.00 (the sufficiency and receipt of which is acknowledged) and the undertakings in this Deed, the Seller irrevocably offers to sell the Shares to the Buyer at the price and on the terms of this Deed (“Call Option”) during the Call Option Exercise Period.

To accept an offer and exercise the Put Option or the Call Option, the Buyer or Seller (as applicable) must deliver an Exercise Notice (which is irrevocable) to the other party at any time during the Put Option Exercise Period or Call Option Exercise Period (as applicable).

If the Buyer exercises the Call Option, or the Seller exercises the Put Option, then:

from the date of the Exercise Notice, the Seller must sell, and the Buyer must purchase, the Shares on and subject to the terms of this Deed; and

this Deed and the Exercise Notice constitute evidence of the contract arising on exercise of the Call Option or Put Option (as applicable) as a result of the provisions referred to in Clause 2.6 becoming binding on the parties.

If either the Put Option or the Call Option has not been validly exercised during the Put Option Exercise Period or the Call Option Exercise Period (or this Deed is terminated in accordance with Clause 9.12):

the Buyer will have no further interest in the Shares; and

both the Call Option and the Put Option will automatically lapse and Clause 31 will apply.

Clauses 3, 5.1, 5.2, 6, 7, 11.5, 11.6, 14, 15, 16, 17, 19, 20, 25, 26, 27.3, 27.4, 27.5, 28, 29, Schedule 5, Schedule 6, Schedule 8, Schedule 9, Schedule 10 and Schedule 11 are not binding and have no force or effect until exercise of the Put Option or the Call Option.

SALE OF THE SHARES

On the terms set out in this Deed, and on the exercise of the Put Option or the Call Option, the Seller shall sell and the Buyer shall purchase the Shares with effect from Completion, with full title guarantee, free from all Encumbrances, together with all rights attaching to the Shares as at Completion (including all dividends and distributions declared, declared and paid or declared and made in respect of the Shares after the Completion Date).

Title to and risk in the Shares remains solely with the Seller until Completion, and subject to the terms of this Deed, passes to the Buyer on Completion.

The Seller irrevocably waives any right of pre-emption or other restriction on transfer in respect of the Shares conferred on it under any agreement or otherwise in connection with the sale of the Shares pursuant to this Deed.

DEPOSIT

On the date of this Deed, the Buyer shall pay to the Seller’s Bank Account a deposit in the amount of $29,000,000 (the “Deposit”) to secure the Buyer’s performance of its obligations under this Deed.

The Seller may terminate this Deed by notice in writing to the Buyer with immediate effect if the Buyer fails to pay such Deposit on the date of this Deed.

The Deposit:

will accrue interest;

may be commingled with the Seller’s other funds; and

will be:

retained, together with all accrued interest, by the Seller if:

the Buyer is in breach of Clauses 5.2(b), 9.2 and / or 9.3 and in each case, this Deed is terminated by the Seller in accordance with Clause 31; or

this Deed is terminated in accordance with Clause 31.1(b) as a result of termination of the Moranbah North SAPA for breach by the buyer entity under the Moranbah North SAPA;

refunded, together with all accrued interest, to the Buyer as soon as reasonably practicable (and in any event within 10 Business Days) if this Deed is terminated other than as set out in Clause 4.3(c)(i); or

credited, together with all accrued interest, to the Consideration at Completion in accordance with the terms of this Deed.

A party’s entitlement to the Deposit as provided in Clause 4.3 does not limit or prejudice any other rights or remedies any party may have against any other party.

CONSIDERATION

The purchase price for the sale of the Shares under this Deed (the “Consideration”) is the amount in US dollars equal to:

the Up-front Consideration; plus

the Cash; minus

the Debt; plus

the Working Capital Adjustment; plus

the Deferred Fixed Consideration.

The Consideration will be satisfied as follows:

the payment of the Deposit by the Buyer in accordance with Clause 4.1;

the payment at Completion by the Buyer to the Seller of the Completion Payment;

the payment of the Deferred Fixed Consideration by the Buyer to the Seller in accordance with Clause 5.3; and

further payment (if any) as required in accordance with Clause 15 in connection with the Completion Accounts.

The Buyer must pay the Deferred Fixed Consideration to the Seller by paying or procuring the payment to the Seller of:

an amount equal to the First Deferred Payment on or before the first anniversary of the Completion Date;

an amount equal to the Second Deferred Payment on or before the second anniversary of the Completion Date;

an amount equal to the Third Deferred Payment on or before the third anniversary of the Completion Date; and

an amount equal to the Fourth Deferred Payment on or before the fourth anniversary of the Completion Date.

The Consideration will, subject to any further adjustment pursuant to this Deed and to the extent lawful, be adopted for all Tax reporting purposes.

With effect from the date of this Deed, all Inter-Group Trading Amounts will be settled in the ordinary course of business in accordance with the terms on which such Inter-Group Trading Amounts were incurred.

Where any payment is made by the Seller in satisfaction of a liability arising under this Deed, it shall to the extent lawful be treated by the Buyer and the Seller as an adjustment to the Consideration paid to the Seller in respect of the Shares.

ALLOCATION AND ADJUSTMENT OF THE CONSIDERATION

The parties agree that the Consideration will be allocated:

in respect of the Deposit, the Up-front Consideration less the Deposit, and the Deferred Fixed Consideration, as set out in Schedule 2; and

in respect of any adjustment to the Consideration to be paid in accordance with this Deed, as any such adjustment is attributable to each Group Company or asset held by a Group Company (as applicable).

The Buyer and the Seller acknowledge that the Buyer has determined, and the Seller has agreed to, the allocation of value in respect of each Participating Interest and the other assets of the Group in Clause 6.1 having regard to the genuine inherent value of each such Participating Interest and the other assets.

If any Joint Venture Participant gives a Pre-emption Acceptance Notice in connection with the Transaction, the Consideration will be reduced by the value that would have otherwise been allocated to the Participating Interest of the relevant Pre-emption Joint Venture pursuant to Clause 6.1, and, in calculating the required adjustment to the Consideration, the Working Capital Target shall be revised so as to exclude the portion of the Working Capital Target that relates to the pre-empted Participating Interest of the relevant Pre-emption Joint Venture (the “Pre-Empt Working Capital Target”), and for the avoidance of doubt such exclusion may result in a revised Working Capital Target that is the same as, greater than or less than (including by virtue of being a negative figure) the original Working Capital Target.

ROYALTY

The Buyer must pay the Royalty (if any) to the Seller in accordance with Schedule 11.

The parties agree that the Royalty will be allocated as set out in Schedule 3.

If any Joint Venture Participant gives a Pre-emption Acceptance Notice in connection with the Transaction, the Royalty and the Nominated Total Royalty Amount will be reduced by the value that would have otherwise been allocated to the Participating Interest of the relevant Pre-emption Joint Venture the subject of the Pre-emption Acceptance Notice pursuant to Clause 7.2.

FOREIGN RESIDENT CAPITAL GAINS WITHHOLDING

If the Seller provides a declaration to the Buyer under subsection 14-225(2) of Schedule 1 to the TAA on or before Completion (but not earlier than 6 months before Completion) and the Buyer does not know that declaration to be false, the Buyer must not withhold any amount from the Completion Payment.

If the Seller determines that it is at any point likely to make a declaration under Clause 8.1, the Seller will inform the Buyer as soon as reasonably possible and provide evidence to support the likelihood of the declaration being made.

If the Seller does not provide a declaration referred to in Clause 8.1 and the Buyer is required to pay an amount to the Commissioner under section 14-200 of Schedule 1 to the TAA, the Buyer is entitled to withhold the amount determined in accordance with subsection 14-200(3) of Schedule 1 to the TAA from the Completion Payment and must remit that amount to the Commissioner within the time required by subsection 14-200(2) of Schedule 1 to the TAA. Remission of that amount to the Commissioner discharges the Buyer’s obligation to pay the Completion Payment under this Deed to the extent of that amount as if it had been paid directly to the Seller.

Where the Seller gives the Buyer a variation notice under section 14-235 of Schedule 1 to the TAA at least 10 Business Days prior to Completion, the Buyer’s entitlement to withhold an amount from the Completion Payment under Clause 8.3 is limited to an amount calculated in accordance with the variation notice.

If the Buyer intends to withhold an amount from the Completion Payment under Clause 8.3, the Buyer must, at least 10 Business Days before the Completion Date, give the Seller written notice of the Buyer’s intention to do so. The Buyer’s notice must include an estimate of the amount which the Buyer intends to withhold from the Completion Payment.

At least three Business Days before lodging any ‘Foreign Resident Capital Gains Withholding Purchaser Payment Notification Form’ or any other similar form of notification with the Commissioner concerning the amount to be withheld under Clause 8.3 (“Purchaser Payment Notification Form”), the Buyer must give a draft copy of the form to the Seller for review and comment. If the Seller provides the Buyer with any updated, different or additional information in relation to the Purchaser Payment Notification Form (“Additional Information”), then:

the Buyer must, within one Business Day, determine whether the Buyer is still required to lodge the Purchaser Payment Notification Form and notify the Seller of that determination; and

if the Buyer determines that it is still required to lodge the Purchaser Payment Notification Form, then the Buyer must amend it in accordance with any Additional Information relating to the Seller’s details before lodgement.

The Buyer must give the Seller a copy of the following documents within the following timeframes:

any Purchaser Payment Notification Form lodged by the Buyer with the Commissioner, on the same day the Buyer lodges the form with the Commissioner;

any response from the Commissioner to the Purchaser Payment Notification Form referred to in Clause 8.7(a) (including but not limited to any payment reference numbers), within one Business Day after the response is received by the Buyer; and

evidence satisfactory to the Seller that the Buyer has remitted any amount withheld from the Completion Payment to the Commissioner, within two Business Days of the Completion Date.

For the avoidance of doubt, the parties agree that no withholding shall be required or permitted from any payment in respect of the Consideration or the Royalty other than any withholding from the Completion Payment in accordance with this Clause 8.

CONDITIONS TO EXERCISE OF CALL OPTION AND PUT OPTION

The Put Option Exercise Period Commencement Date will be the first Business Day after all of the following conditions (the “Conditions”) have been satisfied or waived in accordance with Clauses 9.13 or 9.14:

in respect of each Pre-emption Joint Venture, one of the following occurring:

receipt of a written, unconditional and irrevocable waiver by the applicable Joint Venture Participant of its right to give a Pre-emption Acceptance Notice and of the other additional requirements (including delivery of relevant certifications) under a Pre-emption Joint Venture Agreement which must be satisfied prior to the change in control that will be occasioned by Completion;

receipt of a Pre-emption Acceptance Notice by the relevant Group Company that is a party to the applicable Pre-emption Joint Venture Agreement and completion of the sale of the relevant Participating Interest required upon receipt of the Pre-emption Acceptance Notice; or

the expiry of each Pre-emption Exercise Period applicable to each Joint Venture Participant, without any such Joint Venture Participant giving a Pre-emption Acceptance Notice and the satisfaction or waiver of any additional requirements (including delivery of relevant certifications) under a Pre-emption Joint Venture Agreement which must be satisfied prior to the change in control that will be occasioned by Completion;

the transactions contemplated by the Moranbah North SAPA completing in accordance with its terms;

the completion of the Carve-outs;

the counterparty to each Specific Contract consenting in writing to the direct or indirect change of control of a Group Company which will occur following completion of the Transaction (as contemplated by this Deed) and, to the extent applicable, waiving in writing any right which it may have to vary, cancel or terminate the agreement in existence between such counterparty and the relevant Group Company as a result of Completion, in each case, which may be subject to Completion;

the Buyer providing evidence of its ability to provide the Replacement Bank Guarantees and Replacement Financial Provisioning, in each case, to the extent of the Bank Guarantees and Financial Provisioning described in Schedule 15, in a form and from such institutions as are reasonably satisfactory to the Seller;

the Anti-trust Authority in each of India, Japan, Taiwan, Vietnam, China, South Korea, Slovakia, Turkey and Brazil granting (or being deemed to have granted, including by way of an Anti-trust Authority not issuing a decision by the expiry of the relevant period after a complete notification has been filed with such Anti-trust Authority) their consent, approval, clearance, confirmation or waiver of license in respect of the Transaction under applicable Anti-trust Laws or having confirmed that there is no such requirement;

one of the following occurring:

the Buyer receiving notice in writing from the Federal Treasurer or his or her delegate to the effect that there are no objections under the Australian Government’s foreign investment policy or under FATA to the Buyer acquiring the Shares in accordance with this Deed; or

the Federal Treasurer being, by reason of lapse of time, no longer empowered to make an order under FATA in respect of the acquisition contemplated by this Deed; or

if an interim order is made under the FATA in respect of the acquisition contemplated by this Deed, the subsequent period for making a final order prohibiting the acquisition contemplated by this Deed elapses without a final order being made.

Subject to Clause 9.5:

the Buyer shall (also subject to Clause 9.6) use, at its own cost:

best endeavours to ensure that the Conditions set out in Clauses 9.1(f) and 9.1(g) (together, the “Regulatory Conditions”); and

reasonable endeavours to ensure that the Condition set out in Clause 9.1(e),

the Seller shall use, at its own cost, reasonable endeavours to ensure that the Conditions set out in Clauses 9.1(a) to 9.1(d) are satisfied as soon as practicable and in any event no later than the Longstop Date and shall not, and shall procure that none of its Representatives shall, take any action that could reasonably be expected to adversely affect the satisfaction of the Conditions (but the Moranbah North Sellers and the Jellinbah Seller shall be permitted to take or omit to take any actions that are necessary to complete the transactions contemplated by the Moranbah North SAPA and / or the Jellinbah SPA).

Without prejudice to Clause 9.2 and subject to Clauses 9.5 and 9.6, the Buyer shall, and shall procure that each of its Affiliates, and its and its Affiliates’ Connected Persons shall, so far as the Buyer is able and to the extent within its power to do so, co-operate fully in all actions and omissions necessary to procure the satisfaction of the Regulatory Conditions as soon as practicable and in any event by the Longstop Date, including:

making all filings and notifications as soon as practicable after the date of this Deed and in any event within five Business Days of the date of this Deed and obtaining all consents, approvals, clearances, waivers or actions of any Authorities in relation to the Regulatory Conditions to satisfy the Regulatory Conditions as soon as possible after the date of this Deed and in accordance with any relevant time limit;

promptly notifying the Seller (including providing copies) of any material communication (whether written or oral) with any Authority in relation to the Regulatory Conditions, keeping the Seller regularly and reasonably informed of the progress of any notification or filing, discussing with the Seller the scope, timing and tactics for satisfying the Regulatory Conditions, and providing such assistance as may reasonably be required by the Seller in relation to the satisfaction of the Regulatory Conditions;

responding to any request for information from any such Authority in relation to the Regulatory Conditions promptly and in any event in accordance with any relevant time limit, including such timing for a response as agreed between the parties acting reasonably;

only making communications (whether orally or in writing) with any such Authority in relation to the Regulatory Conditions after consulting with and taking into account the Seller’s views as to the mode, content and timing of such communications and giving the Seller a reasonable opportunity to comment on drafts of such communications and to participate in all material telephone calls and material meetings with any such Authority (save to the extent that such Authority expressly requests that the Seller should not participate in such meetings or telephone calls);

not making any filing with any Authority in relation to the Transaction or any business which competes with, supplies or is a customer of any Group Company which is not required solely to fulfil a Regulatory Condition (or a corresponding regulatory condition in the Moranbah North SAPA) without the Seller’s written consent as to the making of such filing and its form and content;

except for the Moranbah North SAPA, not (whether alone or acting in concert with others) acquiring or offering to acquire (or causing another person acting on its behalf to acquire or offer to acquire) or entering into a definitive agreement (or causing another person acting on its behalf to enter into a definitive agreement) that, if carried into effect, would result in the acquisition of, a business that competes with the business of a Group Company or any other business the acquisition of which might reasonably be expected to prejudice or delay the satisfaction of any of the Regulatory Conditions; and

taking all steps necessary to secure the satisfaction of the Regulatory Conditions, including proposing, negotiating, offering to commit and agreeing, in each case where necessary to ensure that the Regulatory Conditions are satisfied before the Longstop Date, with each relevant Authority to effect (and if such offer is accepted, commit to effect), by agreement, order or otherwise, the sale, divestiture, licence or disposition of any necessary assets or businesses or the performance of any necessary behavioural remedies or Regulatory Conditions. For the avoidance of doubt:

the Buyer shall make any such proposal, negotiation, offer to commit or agreement with any relevant Authority in sufficient time to ensure that the Regulatory Conditions are satisfied before the Longstop Date, and

any such sale, divestiture, licence or disposition of assets or businesses, and any such behavioural remedies will have no impact on the payments to be made pursuant to Clauses 5, 14 or 15, and any costs, expenses or damages related to any sale, divestiture, licence or disposition of assets or businesses or to any such other remedies, or both, will be for the Buyer’s sole account.

Without prejudice to Clause 9.2 and subject to Clause 9.5, the Seller shall, and shall ensure that each Seller’s Affiliate and, before Completion, each Group Company shall, so far as the Seller is able and to the extent within its power to do so:

provide the Buyer and any Authority in relation to the Conditions with any necessary information and documents for the purpose of making any filings, notifications or communications to any such Authority that are required to satisfy a Condition;

in respect of Regulatory Conditions:

promptly notify the Buyer (including providing copies) of any material communication (whether written or oral) with any Authority in relation to the Regulatory Conditions, keep the Buyer regularly and reasonably informed of any material response or communication from or to any Authority, discuss with the Buyer the scope, timing and tactics for responding to any material request of an Authority, and provide such assistance as may reasonably be required by the Buyer in relation to the satisfaction of the Regulatory Conditions; and

only make material communications (whether orally or in writing) with any such Authority in relation to the Regulatory Conditions after consulting with and taking into account the Buyer’s views as to the mode, content and timing of such communications and giving the Buyer a reasonable opportunity to comment on drafts of such communications and to participate in all material telephone calls and material meetings with any such Authority (save to the extent that such Authority expressly requests that the Buyer should not participate in such meetings or telephone calls); and

in respect of the Condition in Clause 9.1(a), promptly notify the Buyer (including providing copies) of any material communication (whether written or oral) with any applicable Joint Venture Participant in relation to the Pre-emption Rights and keep the Buyer regularly and reasonably informed of any response or communication from or to any applicable Joint Venture Participant in relation to the Pre-emption Rights.

Nothing in this Clause 9 will require a party to disclose commercially sensitive or legally privileged information regarding itself or its Representatives to another party, except to the extent necessary to ensure that the Conditions and any notifications required under Clause 9.7 are satisfied, in which case such disclosure will be on a confidential external counsel-to-counsel basis only.

Nothing in this Clause 9 requires the Buyer to take any action to secure the satisfaction of a Regulatory Condition if such action is reasonably likely to result in a sale, divestiture, licence, disposition or surrender of any material mining assets or businesses of the Buyer Group (excluding the Group Companies, the Moranbah North Entities and the Moranbah North Assets).

Each party shall, to the extent permitted by Law, keep the other party informed as to the progress of satisfaction of the Conditions, including promptly notifying the other parties in writing each time it becomes aware that any of the Conditions have been satisfied and at the same time (or promptly after) provide the other parties with reasonable evidence of the same.

Subject to the parties having complied with their obligations under Clauses 9.2 to 9.4, if a Condition has not been satisfied by the Initial Longstop Date and the Buyer or the Seller (acting reasonably) considers that:

any outstanding Conditions are reasonably likely to be satisfied within the three months following the Initial Longstop Date; and

all Conditions which are satisfied prior to the Initial Longstop Date are reasonably likely to remain satisfied until the date which is three months following the Initial Longstop Date,

The parties must continue to comply with their obligations under Clauses 9.2 to 9.4 and 9.7 for the duration of the First Longstop Date Extension Period.

Subject to the parties having complied with their obligations under Clause 9.9, if a Condition has not been satisfied by the end of the First Longstop Date Extension Period and the Buyer or the Seller (acting reasonably) considers that:

any outstanding Conditions are reasonably likely to be satisfied within the three months following the end of the First Longstop Date Extension Period; and

all Conditions which are satisfied prior to the end of the First Longstop Date Extension Period are reasonably likely to remain satisfied until the date which is three months following the First Longstop Date Extension Period,

The parties must continue to comply with their obligations under Clauses 9.2 to 9.4 and 9.7 for the duration of the Second Longstop Date Extension Period.

If:

a Condition is not satisfied or waived by the Longstop Date; or

the parties agree that a Condition will not be satisfied by the Longstop Date (unless that Condition is satisfied before the termination of this Deed),

The Seller may, to such extent it thinks fit and is legally entitled to do so, waive the Condition set out in Clause 9.1(e), in whole or in part, by written notice to the Buyer.

The Buyer and Seller may, by written agreement, waive any or all of the Regulatory Conditions and / or the Conditions set out in Clauses 9.1(a), 9.1(b), 9.1(c) and 9.1(d), in whole or in part.

Notwithstanding anything in this Clause 9, nothing in this Deed shall require the Seller to re-issue or issue, or take or omit to take any action that would require it to re-issue or issue, a second Pre-emption Offer Notice in respect of a Pre-emption Joint Venture.

PRE-EMPTION RIGHTS

In respect of each Pre-emption Joint Venture, the Seller shall, after the execution of this Deed, when determined by the Seller, acting reasonably and in consultation with the Buyer (provided that the Buyer shall not have a consent or veto right with respect to the form, content or timing of issuance of the Pre-Emption Offer Notice and the Seller shall not be obliged to implement any comments made by the Buyer in those respects), provide, or cause the relevant Group Company to provide, the relevant Pre-emption Offer Notice to each relevant Joint Venture Participant (and the Seller may provide, or cause the relevant Group Company to provide, a relevant Pre-emption Offer Notice more than once). Unless otherwise agreed between the parties, a Pre-emption Offer Notice must be delivered no earlier than 2 January 2025 and the Seller must not seek a waiver or variation of any Pre-Emption Rights to bring forward the date of Pre-emption Expiry that would otherwise apply in respect of the Pre-Emption Offer Notice.

The Seller undertakes to the Buyer that from the date of this Deed until the earlier of Completion and the termination of this Deed it will promptly provide the Buyer with written notice (a “Buyer Pre-emption Notice”) of:

any Joint Venture Participant that gives a Pre-emption Acceptance Notice; and

the completion of the sale of the any Participating Interest to a Joint Venture Participant,

The Buyer undertakes to the Seller that it will notify all relevant Financing Sources of a Completion Payment Pre-emption Adjustment Amount promptly after receipt of a Buyer Pre-emption Notice.

If any Joint Venture Participant gives a Pre-emption Acceptance Notice and the sale of the relevant Participating Interest completes, the parties agree that this Deed will continue to be valid and binding and will be completed, save that all references to the Company’s interest in and under such Pre-emption Joint Venture Agreement pursuant to which the Joint Venture Participant’s right to give a Pre-emption Acceptance Notice is exercised, and all related rights, obligations, liabilities, assets and interests and the Pre-emption Joint Venture Agreements will be deemed to be removed from this Deed with effect from the date of completion of such sale under the relevant Pre-emption Acceptance Notice, and in particular:

the definition of Mining Tenements will be amended to remove the mining tenements attributable to the relevant Pre-emption Joint Venture;

the definition of Properties will be amended to remove the real property attributable to the relevant Pre-emption Joint Venture;

the definition of Seller Guarantees will be amended to remove the guarantees, bonds, credit support arrangements, indemnities and letters of comfort attributable to the relevant Pre-emption Joint Venture;

the definition of Seller Financial Provisioning will be amended to remove the Financial Provisioning attributable to the relevant Pre-emption Joint Venture;

the definition of Third-Party Guarantees will be amended to remove the guarantees, bonds, credit support arrangements, indemnities and letters of comfort attributable to the relevant Pre-emption Joint Venture;

Clause 27 will not apply in respect of the relevant Group Company or Group Companies;

the definition of Completion Payment will be amended to remove the proportion of Up-front Consideration less the Deposit from the Completion Payment applicable to the relevant Pre-emption Joint Venture, as set out in Schedule 2;

the definitions of First Deferred Payment, Second Deferred Payment, Third Deferred Payment and Fourth Deferred Payment will be amended to reflect a pro rata reduction in the amounts applicable to the relevant Pre-emption Joint Venture, as set out in Schedule 2; and

the Nominated Total Royalty Amount will be amended to remove the proportion of the Nominated Total Royalty Amount applicable to the relevant Pre-emption Joint Venture, as set out in Schedule 3,

Where:

any Joint Venture Participant gives a Pre-emption Acceptance Notice and the sale of the relevant Participating Interest completes in accordance with the applicable Pre-emption SPA; and

the relevant Participating Interest was the only material asset held by the relevant Group Company that was party to the applicable Pre-emption SPA,

the Seller may (in its sole discretion, but provided notice is given to the Buyer) elect to cause the transfer of the relevant Group Company from the Group to Anglo American Australia Holdings Pty Limited or another member of the Seller Group and cause the approval and recording of such transfer in the share register of the relevant Group Company (each a “Pre-emption Carve-out”), in which case the parties agree that this Deed will continue to be valid and binding and will be completed, save that the relevant Group Company will be deemed to not form part of the Group for the purpose of this Deed.

PRE-COMPLETION OBLIGATIONS

During the period from the date of this Deed to the earlier of Completion and the termination of this Deed, the Seller shall perform its obligations as set out in Schedule 4.

During the period from the date of this Deed to the earlier of Completion and the termination of this Deed, the Seller must accommodate any reasonable request by the Buyer for a reasonable number of persons authorised by the Buyer:

to be given reasonable, non-disruptive and supervised access during normal business hours and on reasonable notice, to inspect the operating sites, books and records of the Group; and

to have reasonable access to management of the Group, for the sole purpose of planning the integration of the Group with the Buyer Group following Completion,

The Seller is not required to give the Buyer or persons authorised by it the access described in Clause 11.2 to the extent that the Seller determines that such access might reasonably be expected to:

put a Seller Group member in breach of the Competition and Consumer Act 2010 (Cth), any duty of confidence (other than to the extent material subject to obligations of confidence has already been disclosed in the Disclosure Material) or any duty or obligation under Applicable Data Protection Laws; or

result in a loss of any legal professional privilege.

The Buyer:

must not direct, manage or control the conduct of any Group Company or of any employee of a Group Company, or otherwise impede the conduct of the business of the Group, at any time before Completion; and

must ensure that any persons provided with the access referred to in Clause 11.2 comply with the reasonable requirements of the Seller in respect of the access and do not unreasonably interfere with the business or operations of the Group.

Not less than five Business Days before Completion, the Seller shall provide the Buyer with a schedule in writing (the “Completion Schedule”), prepared in good faith, setting out the details of:

the Estimated Cash and the Estimated Inter-Group Funding Receivables;

the Estimated Debt and the Estimated Inter-Group Funding Payables;

the Estimated Working Capital and the Estimated Working Capital Adjustment; and

the Completion Payment,

At least five Business Days before Completion, the Buyer shall provide to the Seller, as applicable:

for each Group Company, the written consents in Agreed Form to act as director, secretary and public officer in respect of each incoming director, secretary and public officer that is replacing a director, secretary or public officer appointed by the Seller;

if applicable, a replacement address for the registered office and principal place of business of each Group Company; and

replacement names for each Group Company to take effect from Completion which must not include the words ‘Anglo’ or ‘Anglo American’ or any words which may be misleading or deceptively similar to or likely to be confused with the words ‘Anglo’ or ‘Anglo American’.

In respect of the FPS Environmental Authorities:

the Buyer must, within 20 Business Days after the date of this Deed, make a Changed Holder Review Application in respect of each relevant FPS Environmental Authority; and

the Seller must procure that the Group Company holding each FPS Environmental Authority consents to the Changed Holder Review Application made by the Buyer.

Before Completion, the Seller must procure that:

the Company, as provisional head company of the Seller Consolidated Group, makes a written choice under paragraph 719-5(4)(c) of the 1997 Tax Act for Anglo American Australia Holdings Pty Limited to become an eligible tier-1 company member of the Seller Consolidated Group with effect from the time Anglo American Australia Holdings Pty Limited became eligible to become an eligible tier-1 company of the Seller Consolidated Group;

Anglo American Australia Holdings Pty Limited notifies the Commissioner in the approved form as required by section 719-77 of the 1997 Tax Act; and

the written choice under Clause 11.8(a) and the notification under Clause 11.8(b) are provided to the Buyer.

Before Completion:

the Seller must, not less than 10 Business Days before Completion, procure that the Seller Head Company gives the Buyer and the relevant Consolidated Subsidiary:

a draft calculation of the Clear Exit Payment for the Consolidated Subsidiaries in respect of each relevant Group Liability in subsection 721-10(2) of the 1997 Tax Act; and

work papers supporting the calculation of the Clear Exit Payment in sufficient detail to enable a review and in a manner consistent with the methodology provided in the Seller Tax Sharing Agreement;

the Buyer must, not less than five Business Days before Completion, provide to the Seller any comments it has on the draft calculation of the Clear Exit Payment provided under Clause 11.9(a)(i) and the Seller must consider any such comments (acting reasonably);

the Seller must, no later than two Business Days before Completion, procure that the Seller Head Company gives the relevant Consolidated Subsidiary and the Buyer a calculation of the Clear Exit Payment for the relevant Consolidated Subsidiary based on the draft calculation referred to in Clause 11.9(a)(i) and the Buyer’s comments referred to in Clause 11.9(b);

at least one Business Day before Completion, the Seller must procure that:

each of the Consolidated Subsidiaries pays the Clear Exit Payment (if any) to the Seller Head Company to which the relevant Group Liability relates in accordance with the Seller Tax Sharing Agreement;

the relevant Seller Head Company provides the relevant Consolidated Subsidiary and the Buyer a written receipt or other document evidencing the payment of any amount paid under Clause 11.9(a)(i); and

the relevant Group Company has discharged all other amounts owing by it to the relevant Seller Head Company or any other member of the Seller Consolidated Group under the Seller Tax Sharing Agreement or a Tax Funding Agreement.

At Completion, the Seller must deliver to the Buyer a deed of release in respect of any obligations or liabilities of each of the Consolidated Subsidiaries under the Seller Tax Sharing Agreement or a Tax Funding Agreement, duly executed by the Seller Head Company.

During the period from completion under the Moranbah North SAPA until the earlier of Completion or termination of this Deed, the Seller shall procure that the Group Companies maintain and continue to provide any services provided to the Moranbah North Entities on substantially the same terms as provided for the previous 12 months.

As soon as reasonably practicable after the date of this Deed, the Seller must use reasonable endeavours, at the Buyer’s sole cost, risk and expense, to prepare and deliver the Carve-out Accounts to the Buyer and in any event no later than prior to Completion.

From the date of this Deed until the Completion Date or the earlier termination of this Deed, the Seller shall use reasonable endeavours to provide, when reasonably requested by the Buyer in relation to the Buyer Financing Agreements, the following, in each case, at the Buyer’s sole cost, risk and expense:

furnishing the Buyer with the Carve-out Required Information;

to the extent required to consummate the Financing, providing customary authorisation and representation letters and arranging for customary auditor consents and comfort letters, provided, that in the case of authorisation letters, (I) no liability shall be imposed on the Seller or any of its affiliates or any of their respective officers or employees involved prior to the Completion Date and (II) the effectiveness thereof shall be conditioned upon, or become operative as of or after, the occurrence of Completion;

authorising the distribution of information relating to the Seller Group and the Carve-out Assets to rating agencies, prospective investors and/or lenders, provided:

that the Seller is afforded adequate time to review and comment on such information prior to distribution; and

that the Seller will not be required to authorise the distribution of, and the Buyer will not, and will procure that its Affiliates will not, distribute without the Seller’s prior written consent (at its reasonable discretion), any information relating to the Seller Group and the Carve-out Assets unless the disclosure of such information is subject to customary confidentiality provisions for a ratings agency, prospective investors and/or lenders or otherwise required by Law or by any Authority (including, for the avoidance of doubt, any Tax Authority) having applicable jurisdiction, the rules of a Stock Exchange or the securities laws of the United States of America;

assisting in the preparation of definitive financing documents, including guarantee and collateral documents and customary closing certificates and other customary documents as reasonably necessary, in each case, not to be effective until the Completion Date; and

furnishing the Buyer at least three Business Days prior to the Scheduled Completion Date with all documentation and other information required by a governmental body with respect to the Buyer Financing Agreements under applicable “know your customer” and anti-money laundering rules and regulations that is reasonably requested by the Buyer at least 10 Business Days prior to the Scheduled Completion Date,

unreasonably disrupt the conduct of the Seller Group’s business;

be reasonably expected to cause any director, officer or employee of the Seller to incur any personal liability;

require the Seller to waive or amend any terms of this Deed or the Moranbah North SAPA;

require the Seller Group to provide any information that is prohibited or restricted by applicable Law or is legally privileged or could result in the disclosure of trade secrets, customer data or competitively sensitive information;

require the Seller Group or any persons who are officers or directors of such entities to pass resolutions or consents to approve or authorize the execution of such financing or enter into, execute or deliver any certificate, document, instrument or agreement (other than the authorisation letters referred to in Clause 11.13(b) above, customary representation letters required in connection with the provision of any “comfort letters” in accordance with Clause 11.13(b) above) or agree to any change or modification of any existing certificate, document, instrument or agreement;

cause any representation or warranty in this Deed to be breached by the Seller or any Affiliate of the Seller;

conflict with the organisational documents of the Seller or relevant Seller’s Affiliate or any Laws;

reasonably be expected to result in a material violation or material breach of, or a default (with or without notice, lapse of time, or both) under, any Material Contract to which the Seller or any Affiliate of the Seller is a party;

require the delivery of any opinion of counsel by the Seller or an Affiliate of the Seller;

except for the Carve-out Required Information, require the Seller or any Affiliate of the Seller to prepare any financial statements or information that cannot be produced or provided without unreasonable cost or expense;

require the Seller or any of its Affiliates to pay any commitment or other fee, or agree to provide any indemnity, in connection with the Financing;

require the Seller to prepare or deliver any pro forma financial information or projections; or

reasonably be expected to cause any director, officer or employee or stockholder of the Company or any of its Subsidiaries to incur personal liability.

In no event shall the receipt or availability of any funds or the Financing by Buyer or any of its Affiliates or any other financing or other transactions be a condition to any of the Buyer’s or the Buyer Guarantor’s obligations under this Deed or the Moranbah North SAPA. Notwithstanding anything to the contrary in this Deed, the Seller’s breach of any of the covenants required to be performed by it under Clause 11.13 shall not be considered in determining the satisfaction of any Condition, unless:

the Buyer has provided the Seller with notice in writing of such breach (with reasonable specificity as to the basis for any such breach) and the Seller has failed to cure such breach in a timely manner; and

such breach is the primary cause of the Buyer being unable to obtain the proceeds of the Financing on the Completion Date.

In no event shall any member of the Seller Group be entitled to seek or obtain any recovery or judgment against any lenders or other Financing Sources (in each case, including their Representatives and their respective successors and assigns) of the Buyer Group, including for any type of damage relating to this Deed or the transactions contemplated by the Transaction Documents, whether at law or in equity, in contract, in tort or otherwise.

The Buyer may, at any time prior to Completion, request the Seller’s consent to present the Buyer’s proposed business plan with respect to each Joint Venture to each relevant Joint Venture Participant. The Seller:

may in its discretion (acting reasonably and having regard to the Seller’s obligation in Clause 9.2(b)), consent or withhold its consent to such presentation; and

will be entitled to:

review and comment on all material proposed to be presented to the Joint Venture Participants; and

have its Representatives present and participate at such meeting between the Buyer and the Joint Venture Participants.

SEPARATION PLAN

The Seller will provide a draft Separation Plan to the Buyer no later than three months after the date of this Deed. The Seller will use reasonable endeavours to incorporate the Separation Principles in the draft Separation Plan. Upon receipt by the Buyer of the Seller’s draft Separation Plan, the Seller and the Buyer will use reasonable endeavours to agree in writing the final Separation Plan which incorporates the Separation Principles by the earlier of (i) Completion; and (ii) the date that is four months after the date of this Deed (and if not agreed by that date, as soon as reasonably practicable thereafter).

In connection with the agreement of the Separation Plan, the parties must act in good faith in relation to requests by the Buyer to add or remove Services under the TSA and each party must act reasonably in negotiating amendments to the TSA to reflect such requests, including by using reasonable endeavours to agree on the scope of the added or removed Services, and the associated charges.

The parties agree that following the date on which the Separation Plan is agreed in accordance with Clause 12.1 they will continue to review and update the Separation Plan, by mutual agreement in writing, including during the term of the TSA, with the goal of achieving a smooth and efficient transition with respect to the Group Assets in accordance with the timelines contemplated by the Separation Principles (and in any event by the end of the term of the TSA).

In the event that the parties fail to agree the final Separation Plan in accordance with Clause 12.1, or any adjustment to the Separation Plan proposed by either party under Clause 12.3, this will be an escalation event (an “Escalation Event”) and the Buyer and the Seller will, within 15 Business Days of the occurrence of an Escalation Event, escalate the Escalation Event in writing to a director or equivalent senior individual of their respective organisations (“Senior Executives”). The Senior Executives will promptly cooperate in good faith to resolve the Escalation Event and if the Escalation Event has not been resolved in writing by the Senior Executives within 15 Business Days of being notified of it by the parties, the Escalation Event will be deemed to have become a Dispute and each party may commence the formal dispute resolution procedure set out in Clause 46. In circumstances where the Escalation Event relates to a specific item within the draft Separation Plan but the parties are otherwise in agreement as to the other items within the draft Separation Plan, the parties will use reasonable endeavours to implement the Separation Plan in respect of those items that are agreed upon in accordance with this Clause 12.

The parties will establish a separation committee (the “Separation Committee”) to assist them (subject to compliance with Anti-trust Laws) in agreeing the Separation Plan and facilitating the execution of the Separation Plan (including by seeking to resolve issues relating to the execution of the Separation Plan, and confirming when steps under the Separation Plan will commence and when they have been completed).

Within one month of the date of this Deed, each of the Seller and Buyer must appoint and notify the other of no less than two suitably experienced representatives as members of the Separation Committee, and each party must nominate one of their members to have joint day-to-day responsibility for the management of the Separation Committee (the “Leads”). Each party may change their appointed members of the Separation Committee by notice to the other party at any time. The members of the Separation Committee must meet (including by videoconference) within five Business Days of delivery of the first draft Separation Plan and thereafter at least fortnightly, unless otherwise agreed by the members of the Separation Committee. Advisors to either party may join the Separation Committee, on a permanent or ad hoc basis, as required.

The Lead for each of the Seller and Buyer must use reasonable endeavours to agree with the other party’s Lead an agenda for each upcoming meeting of the Separation Committee and to circulate to all other members of the Separation Committee the agenda for that meeting by no later than two Business Days before that meeting.

The Separation Committee may decide to undertake separation activities in a way which deviates from the Separation Plan, provided all such decisions by the Separation Committee are made unanimously between the two Leads. In the event one party considers a deviation from the Separation Plan is necessary and / or disagrees with the proposed implementation of the Separation Plan, and the Leads fail to unanimously agree on how to resolve a request or issue, this will be an Escalation Event and Clause 12.4 will apply mutatis mutandis.

Subject to compliance with Anti-trust Laws, the Seller, the Seller Guarantor, the Buyer Guarantor and the Buyer will comply with the requirements of, and use reasonable endeavours to achieve any milestones set out in, the agreed Separation Plan including by procuring that any of their Affiliates undertake any action required to comply with the Separation Plan on and from the date the Separation Plan is agreed.

If the Seller becomes aware that a third-party consent is required in respect of the separation of a Group Asset (“Third-Party Consent”), the Seller will notify the Buyer of such required Third-Party Consent as soon as reasonably practicable, and unless the Seller and Buyer agree (acting reasonably) that it is not in the best interests of the Group to seek such Third-Party Consent, the Seller will use reasonable endeavours to obtain such Third-Party Consent in accordance with the timelines contemplated by the Separation Principles or Separation Plan (as applicable) (and in any event by the end of the term of the TSA). All one-off and recurring third-party costs suffered, incurred or due to be incurred by the Seller Group in relation to the transfer by the Seller Group of a Group Asset to the Buyer Group and in obtaining any Third-Party Consents will be borne by the Buyer and the Buyer will promptly reimburse the Seller for any amounts so incurred by the Seller Group. If a Third-Party Consent has not been obtained by the Seller by the end of the TSA (or Completion, where required by the Separation Principles), the relevant Group Asset will not be separated from the Seller Group’s business and the Buyer will be responsible for procuring an alternative to that Group Asset.

Without limiting Clause 25.1 and save as otherwise provided for in Clause 12.10, with effect from the relevant date(s) contemplated by the Separation Principles or as otherwise agreed in the Separation Plan (and in any event by the end of the term of the TSA), the Buyer will:

own and hold the exclusive benefit of the Group Assets that have been separated from the Seller Group’s business;

carry out and perform all the obligations and liabilities to be carried out and performed in relation to the Group Assets that have been separated from the Seller Group’s business; and

indemnify and hold the Seller Group harmless against all Liabilities which may be suffered or incurred by the Seller Group in respect of any failure by the Buyer to comply with Clause 12.11(b).

Without limiting any provision of the TSA (or the agreed Separation Plan):

the Seller and the Buyer are each responsible for their own and their Affiliates’ internal and third-party costs relating to the formulation of the Separation Plan;

the Buyer is responsible for the internal and third-party costs of the Seller Group, as well as for their own and their Affiliates’ internal and third-party costs, relating to the execution and performance of the Separation Plan and the administration of the Separation Committee; and

subject to Clause 12.12(d), costs to be met by the Buyer as described in Clauses 12.10 and 12.12(b) will be “at cost” without any mark-up imposed by the Seller Group and will be invoiced by the relevant Seller Group member in arrears at any time after the end of the relevant calendar month. The amounts specified in each invoice (together with any GST if applicable) will be payable by the Buyer within 30 days of receipt of the relevant invoice. The Seller’s invoice given under this Clause 12.12(c) may include separation costs which relate to any preceding calendar month and be in respect of more than one calendar month; and

the Buyer’s maximum aggregate liability in respect of all costs invoiced under Clause 12.12(c) (when aggregated with all costs invoiced under clause 13.12(c) of the Moranbah North SAPA) will not exceed $20,000,000.

The parties acknowledge and agree that compliance by them with their obligations under this Clause 12 is taken to constitute compliance by their respective Affiliates with Clause 13 of the Moranbah North SAPA.

MATERIAL ADVERSE CHANGE

If, before Completion, either the Buyer or the Seller becomes aware that a Material Adverse Change has occurred, each party must promptly give written notice to each other party, including full details of the Material Adverse Change.

No later than 10 Business Days after a party gives a notice under Clause 13.1 (or such other period as the Buyer and the Seller may agree in writing), the Seller must notify the Buyer whether, in the reasonable opinion of the Seller, the Seller considers that the Material Adverse Change could be cured (including by payment of money) or could otherwise cease to exist on or before Completion and full details of all relevant circumstances, including the basis on which the Seller considers the Material Adverse Change can be cured or otherwise cease to exist, and applicable timeframes.

If a Material Adverse Change occurs before Completion and the Seller gives a notice under Clause 13.2 that the Material Adverse Change can be cured before Completion, the Seller must use reasonable endeavours to investigate and cure (or procure the cure of) the Material Adverse Change before the MAC Cure Date.

The Seller must keep the Buyer reasonably informed in relation to any Material Adverse Change (including providing details of any actions the Seller is taking to cure the Material Adverse Change), and must promptly give written notice to the Buyer at any time before Completion if, in the reasonable opinion of the Seller, the Seller considers that a Material Adverse Change cannot be cured or otherwise cease to exist before the MAC Cure Date.

If a Material Adverse Change occurs before Completion and the Material Adverse Change is not cured or has not otherwise ceased to exist on or before the MAC Cure Date:

the Buyer may, by written notice to the Seller; or

the Seller may, by written notice to the Buyer,

If the Seller gives a notice under Clause 13.2 or 13.4 that the Material Adverse Change cannot be cured and will not otherwise cease to exist on or before Completion:

the Buyer may, by written notice to the Seller; or

the Seller may, by written notice to the Buyer,

The parties agree that the occurrence of a Material Adverse Change will not constitute a breach of this Deed by the Seller.

Nothing in Clause 13.7 restricts the Buyer from making a Claim against a Seller Group member for a breach by a Seller Group member of its obligations under this Deed, except that the Buyer is excluded from making a Claim against a Seller Group member:

where a Material Adverse Change has been cured in accordance with this Clause 13 or otherwise ceases to exist on the Completion Date; or

in respect of any breach of Warranty by the Seller where this Deed is terminated in accordance with Clauses 13.5 or 13.6.

COMPLETION

Completion will take place at the Seller’s Solicitor’s offices (or at any other place as agreed in writing by the Seller and the Buyer) on the Scheduled Completion Date.

At Completion:

the Seller shall do or procure the carrying out of all those things listed in paragraph 1 of Schedule 5; and

the Buyer shall do or procure the carrying out of all those things listed in paragraph 2 of Schedule 5.

At Completion:

the Buyer shall procure that each relevant Group Company repays to the Seller and / or the Seller’s relevant Affiliate the amount of any Estimated Inter-Group Funding Payables;

the Seller shall, and shall procure that each of the Seller’s relevant Affiliates shall, repay to each relevant Group Company the amount of any Estimated Inter-Group Funding Receivables; and

the repayments in accordance with Clauses 14.3(a) and 14.3(b) will be settled by payments between (a) the Seller, for itself and as agent on behalf of the relevant Seller’s Affiliates; and (b) the Buyer, for itself and as agent on behalf of the relevant Group Companies and Clause 21.5 will apply to such payments.

Within 10 Business Days of the Completion Accounts becoming binding in accordance with Schedule 9, and the Inter-Group Funding Payables and Inter-Group Funding Receivables being finally determined, if the amount of any Inter-Group Funding Payable and / or any Inter-Group Funding Receivable contained in the Completion Accounts is greater or less than the corresponding Estimated Inter-Group Funding Payable or Estimated Inter-Group Funding Receivable, the Seller and the Buyer shall procure that any necessary adjustments to the repayments pursuant to Clause 14.3 are made to ensure that the actual amount of each Inter-Group Funding Payable and each Inter-Group Funding Receivable has been repaid by each relevant Group Company to the Seller or relevant Seller’s Affiliate, or by the Seller or relevant Seller’s Affiliate to the relevant Group Company, as the case may be and it is agreed that any amounts payable by the relevant Group Company to the Seller or relevant Seller’s Affiliate, or by the Seller or relevant Seller’s Affiliate to the relevant Group Company under this Clause 14.4, will to the extent possible, be set-off against each other, such that a single amount will be payable by the relevant Group Company to the Seller or relevant Seller’s Affiliate or vice versa.

Subject to Clause 14.6, all documents and items delivered, and payments received, in connection with Completion will be held by the recipient to the order of the person delivering or making them.

Simultaneously with:

the delivery of all documents and items required to be delivered;

the receipt of all payments required to be made; and

the performance of all other obligations required to be performed at Completion,

No party shall be obliged to complete the sale and purchase of any of the Shares unless the sale and purchase of all of the Shares is completed simultaneously.

Without prejudice to Clause 31 or any other rights and remedies a party may have, if the Buyer or the Seller does not comply with its obligations under Clause 14.2 on the Scheduled Completion Date, the Buyer (in the case of non-compliance by the Seller) and the Seller (in the case of non-compliance by the Buyer) shall each be entitled by notice in writing to each other party, at its discretion:

to defer Completion to the next End of Month Date or any later date set for Completion in accordance with this Clause 14.8(a). In such event:

if the deferral is the result of non-compliance by the Buyer, the Seller may at its election provide the Buyer with an updated Completion Schedule in accordance with the requirements of Clause 11.5 (other than in respect of timing), which will then constitute the Completion Schedule for the purposes of this Deed in lieu of any prior Completion Schedule;

if the deferral is the result of non-compliance by the Seller, the Seller will, if requested by the Buyer, promptly upon such request provide the Buyer with an updated Completion Schedule in accordance with the requirements of Clause 11.5 (other than in respect of timing), which will then constitute the Completion Schedule for the purposes of this Deed in lieu of any prior Completion Schedule; and

this Clause 14.8 will also apply to Completion so deferred;

so far as practicable, to complete the sale and purchase of the Shares in accordance with Clause 14.1 and Schedule 5; or

provided Completion has been deferred in accordance with Clause 14.8(a) at least once by it, to terminate this Deed by notice in writing to the other parties, following which Clause 31 will apply.

Notwithstanding anything in this Deed, in respect of any Pre-emption Joint Venture Agreement where a waiver has not been received in accordance with Clause 9.1(a)(i) or completion of the sale of the relevant Participating Interest has not occurred in accordance with Clause 9.1(a)(ii), if Completion is not permitted under such Pre-emption Joint Venture Agreement without causing a default or an obligation of re-assignment because the period for Completion to occur following expiry of the applicable Pre-emption Exercise Period has passed (such circumstances constituting a “Pre-emption Expiry”), the Seller may, in its discretion, terminate this Deed prior to Completion by notice in writing to the other parties.

Within five Business Days of Completion, the Seller must provide to the Buyer evidence that Anglo American Australia Holdings Pty Limited has been appointed as the new provisional head company of the Seller Consolidated Group pursuant to subsection 719-60(3) of the 1997 Tax Act.

COMPLETION ACCOUNTS

In respect of the Completion Accounts, the parties shall comply with the requirements set out in Schedule 9.

Within 10 Business Days, starting on the day after the Completion Accounts become binding in accordance with the provisions of Schedule 9, the following payments will be made:

in respect of the Cash:

if the Cash is less than the Estimated Cash, the Seller shall repay to the Buyer an amount equal to such difference; or

if the Cash is greater than the Estimated Cash, the Buyer shall pay to the Seller an amount equal to such difference;

in respect of the Debt:

if the Debt is less than the Estimated Debt, the Buyer shall pay to the Seller an amount equal to such difference; or

if the Debt is greater than the Estimated Debt, the Seller shall repay to the Buyer an amount equal to such difference; and

in respect of the Working Capital:

if the Working Capital is less than the Estimated Working Capital, the Seller shall repay to the Buyer an amount equal to such difference; or

if the Working Capital is greater than the Estimated Working Capital, the Buyer shall pay to the Seller an amount equal to such difference,

POST-COMPLETION OBLIGATIONS

The Buyer shall by no later than the next scheduled payroll following Completion, procure, to the extent not paid on or before the Completion Date, the payment by each relevant Group Company of any Transaction Bonuses to the persons entitled to such amounts, and each Group Company will deduct and withhold from any such payment such amount as the relevant Group Company is required by Law to deduct and withhold for, or on account of, Tax. The Buyer shall procure that each relevant Group Company accounts to the appropriate Tax Authority for amounts so deducted or withheld in accordance with applicable Law. Any such recipient of a Transaction Bonus may enforce this Clause 16.1 under the Contracts (Rights of Third Parties) Act 1999.

After Completion, the Buyer must procure that the Group Companies make all necessary filings with ASIC to give effect to the changes in the membership of the Group Companies, the changes in the officers of each Group Company and the change in name and registered address of each Group Company made in accordance with the terms of this Deed.

The Buyer shall procure that each Group Company shall as soon as reasonably practicable and in any event:

within five Business Days of Completion:

remove any use of the Trade Marks and Get-up displayed online by the Group Company and / or any of their Affiliates; and

cease to use in the ordinary course of any business:

the words “Anglo” or “Anglo American”; and

any business or domain name which, at Completion, was or had been used by the Seller or any Seller’s Affiliate;

within 20 Business Days of Completion:

remove or replace the Trade Marks and Get-up on any administrative forms, templates, documents and other corporate content; and

remove any signs and indicia bearing the Trade Marks and Get-up from any headquarter premises of the Group Company and / or any of their Affiliates;

within 60 Business Days of Completion, remove any signs and indicia bearing the Trade Marks and Get-up from any other sites and operations owned, controlled and / or operated by the Group Company; and

within 12 months of Completion, remove or replace the Trade Marks and Get-up on any clothing of Employees.

The Buyer shall put in place and maintain until the sixth anniversary of the Completion Date run-off directors’ and officers’ insurance with the same level of coverage and scope as each Group Company has in place immediately before Completion (“D&O Insurance”) in respect of those directors and officers of any Group Company who resign from any board of a Group Company at or before Completion, providing a level of cover no less extensive than that which is in place as at the date of this Deed. The Buyer undertakes that it shall not take or omit to take (and shall procure that each Buyer Group member shall not take or omit to take) any action which has the effect of invalidating the D&O Insurance. Any such director covered by the D&O Insurance may enforce this Clause 16.4 under the Contracts (Rights of Third Parties) Act 1999.

For a period of seven years from Completion, the Buyer shall, and shall procure that each Group Company shall:

preserve and maintain all books, records and documents which relate to the Taxation of the Group and each Group Company (other than in respect of the Moranbah North Assets) and pertain to events occurring before Completion; and

make all books, records and documents which are in its possession or control and relate to the Group (other than in respect of the Moranbah North Assets and only insofar as the same record matters occurring on or before Completion) available for inspection by the Seller and its Representatives and permit the Seller and its Representatives to have reasonable access during normal Working Hours to, and to take copies (at such person’s own expense) of such books, records and documents, and to otherwise provide reasonable information and assistance and reasonable access to any director, officer, employee or agent or adviser of the Group, in each case to the extent reasonably required by the Seller or their Representatives and subject to reasonable advance notice being given.

Except as required by applicable Law or with the Seller’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), the Buyer shall not, and shall not cause or permit any Buyer Group member (including the Group Companies) to, make or change any Tax election, amend any Tax Return or take any Tax position on any Tax Return, in each case with respect to any period (or part of any period) ended on or before Completion, that could result in any increased Tax liability (or any indemnification or payment obligation under this Deed or any other Transaction Document in respect of any Tax liability) to, or reduce any Relief of, the Seller or any of its Affiliates.

[***]

[***]

[***].

[***]

[***]

GUARANTEES

From Completion the Buyer shall promptly do everything necessary to assist the Seller with the release of the Seller Guarantees, including:

lodging the Replacement Bank Guarantees and Replacement Financial Provisioning (and any duly completed and executed forms as may be required) with the State or the Bank Guarantee Beneficiary; and

providing the relevant Authority with any further Financial Provisioning in relation to the Mining Tenements and related Environmental Authorisations as and if required by the relevant Authority (including any Financial Provisioning which is specified as being required to be provided in a Notice of Decision),

Without limiting Clause 18.1, on and from Completion the Buyer shall deliver to the relevant Authority any Financial Provisioning (in addition to any Financial Provisioning required to be delivered under Clause 18.1) required to be provided in respect of a Mining Tenement and / or an Environmental Authorisation under the Resources Act or the Environmental Protection Act 1994 (Qld) (including in respect of any FPS Environmental Authority).

Without limiting Clause 18.2, the Buyer shall use reasonable endeavours to ensure that as soon as reasonably practicable after Completion, the Seller and each Seller’s Affiliate are released from all Third-Party Guarantees and, to the extent not replaced at or before Completion, any Seller Guarantees given by the Seller or any Seller’s Affiliate in respect of obligations of any Group Company and pending release of any such Third-Party Guarantee or Seller Guarantee, and the Buyer shall indemnify the Seller and each Seller’s Affiliate on demand (on a dollar for dollar basis) against all Liabilities arising after Completion under or by reason of such Third-Party Guarantee or Seller Guarantee.

Without limiting Clause 18.2, the Seller shall use reasonable endeavours to ensure that as soon as reasonably practicable after Completion, each Group Company is released from all Third-Party Guarantees given by that Group Company in respect of the Seller’s or any Seller’s Affiliate’s obligations and pending release of any such Third-Party Guarantee, the Seller shall indemnify the Buyer and each Group Company on demand (on a dollar for dollar basis) against all Liabilities arising after Completion under or by reason of such Third-Party Guarantee.

MORANBAH NORTH CLAIMS

From the date the Buyer or a Buyer Group member notifies a Moranbah North Seller which is a member of the Buyer Group of a Moranbah North Claim, the Buyer shall:

immediately notify the Seller of the Moranbah North Claim;

take (and procure any Buyer Group member takes) such action as the Seller requests to avoid, resist, dispute, appeal, compromise, remedy or defend the Moranbah North Claim;

delegate the conduct of all current and future proceedings on behalf of the relevant Moranbah North Seller(s) in respect of the Moranbah North Claim to the Seller;

retain such legal advisers as nominated by the Seller to act on behalf of the relevant Moranbah North Seller(s), in accordance with the Seller’s instructions;

provide (and procure any Buyer Group member provides) such information and assistance as the Seller or the appointed legal advisers may require in connection with the conduct of the Moranbah North Claim; and

not take any action, and shall procure that no Buyer Group member takes any action, on behalf of the relevant Moranbah North Seller(s) in respect of the Moranbah North Claim without the Seller’s prior written consent.

The Buyer shall execute and deliver or procure the execution and delivery of all such documents and shall do all such things as the Seller requires for the purpose of giving full effect to the provisions of Clause 19.1 and to secure for the Seller the full benefit of the rights, powers and remedies conferred upon it under Clause 19.1.

If any Moranbah North Seller which is a member of the Buyer Group makes any payment to the Moranbah North Buyer in respect of any Moranbah North Claim (a “Moranbah Claim Payment”), provided that the Buyer has materially complied with its obligations under Clauses 19.1 and 19.2, the Seller shall pay to the Buyer’s Bank Account within 10 Business Days of a Moranbah Claim Payment being made, an amount equal to the Moranbah Claim Payment, less an amount equal to any Tax refund or other Tax saving to which any Group Company or any other member of the Buyer Group is, or would following an appropriate amendment to the relevant tax return be, entitled by reason of the consideration received by the relevant Moranbah North Seller from the Moranbah North Buyer under the Moranbah North SAPA being treated as reduced by the amount of the Moranbah Claim Payment, but excluding any amounts identifiably taken into account in Cash, Debt or Working Capital for the purpose of determining the Completion Accounts.

Provided that the Buyer has materially complied with its obligations under Clauses 19.1 and 19.2, the Seller will pay all costs and expenses incurred by the Buyer Group in providing such information and assistance as set out in Clauses 19.1 and 19.2.

The Seller will not be required to pay any amount to the Buyer under Clause 19.3 if the Buyer has not materially complied fully with its obligations under Clauses 19.1 and 19.2.

POST-COMPLETION PAYMENT OBLIGATIONS

If the Buyer Group receives any amount following Completion pursuant to any provision of the Moranbah North SAPA, including any amount in respect of any purchase price adjustment, settlement of inter-company receivables / payables or wrong pocket adjustments, or in connection with any [***], the Grosvenor Contingent Consideration or the Grosvenor Royalty, but excluding any amount in respect of a Moranbah North Claim other than any amount received by a Moranbah North Seller which is a member of the Buyer Group, that is not transferred to the Seller pursuant to the Moranbah North SAPA, the other provisions of this Deed or included in ‘Cash’, ‘Debt’ or ‘Working Capital’ as defined in the Moranbah North SAPA for the purpose of determining the ‘Completion Accounts’ as defined in the Moranbah North SAPA (any such amount a “Buyer Refund Amount”), the Buyer will immediately notify the Seller and procure that an amount equal to the Buyer Refund Amount is paid to the Seller’s Bank Account within 10 Business Days of receiving the Buyer Refund Amount.

If any Moranbah North Seller which is a member of the Buyer Group makes any payment (excluding a Moranbah Claim Payment) following Completion pursuant to and in compliance with any provision of the Moranbah North SAPA that is not included in ‘Cash’, ‘Debt’ or ‘Working Capital’ as defined in the Moranbah North SAPA for the purpose of determining the ‘Completion Accounts’ as defined in the Moranbah North SAPA (any such amount a “Seller Refund Amount”), the Buyer will immediately notify the Seller and the Seller shall, provided the relevant Moranbah North Seller has fully complied with its obligations under the Moranbah North SAPA in respect of such payment, procure that an amount equal to the Seller Refund Amount is paid to the Buyer’s Bank Account within 10 Business Days of the Seller Refund Amount being paid.

Following Completion, if the beneficiary (including the Scheme Manager) of any Seller Financial Provisioning pays or refunds any portion of that Seller Financial Provisioning to the Buyer Group (including as a result of the Buyer Group providing the Replacement Financial Provisioning and including if any portion of the Seller Financial Provisioning is credited against the Replacement Financial Provisioning), the Buyer must promptly, and in any case within five Business Days:

notify the Seller of receipt of such payment; and

pay the applicable Refunded Financial Provisioning amount (in respect of the applicable Seller Financial Provisioning) to the Seller.

SELLER’S WARRANTIES AND UNDERTAKINGS

The Seller warrants to the Buyer that each of the Warranties in Schedule 6 is true and accurate:

as at the date of this Deed; and

in respect of the Fundamental Warranties only, as at Completion as if repeated immediately before Completion and on the basis that any reference made to the date of this Deed (whether express or implied) in any Warranty must be considered a reference to the Completion Date.

Each of the Warranties must be construed as being separate and independent.

Warranties qualified by the expression “so far as the Seller is aware” (or any similar expression) are deemed to be given by the Seller only based on the actual knowledge of [***], [***], [***], [***], [***], [***], [***], [***], [***], [***] and [***] as at the date of this Deed.

Notwithstanding any other provision of this Deed, the provisions of this Clause 21 and Schedule 7, and the provisions in paragraph 3 of the Tax Covenant, operate to limit the Seller’s liability in respect of any Claim.

The Seller and the Buyer acknowledge and agree that on and from Completion:

except in the case of fraud and without prejudice to any matter agreed in the Transaction Documents, to the extent permitted by Law, the Seller, its Affiliates and its Affiliates’ Connected Persons have no rights or remedies against (and have not assigned any rights or remedies against) and shall not bring or make any claim, proceeding, suit or action, in relation to the transactions contemplated by the Transaction Documents:

in connection with any information, opinion or advice supplied or given (or omitted to be supplied or given) in connection with any of the Transaction Documents against any current or former directors, officers, employees, agents, consultants, advisers, auditors and accountants of any Group Company (each of whom shall be entitled to enforce this Clause 21.5(a)(i) under the Contracts (Rights of Third Parties) Act 1999) on whom it may have relied before agreeing to any terms of, or entering into, any Transaction Document; and

against any Group Company or any of their current or former directors, officers, employees, agents, consultants, advisers, auditors and accountants (each of which shall be entitled to enforce this Clause 21.5(a)(ii) under the Contracts (Rights of Third Parties) Act 1999) in relation to a matter occurring before the Completion Date,

subject to any payments required to be made on or following the Completion Date pursuant to this Deed (including the payment of the Transaction Bonuses), no amounts will be owed from a Group Company to the Seller or any of its Affiliates in relation to matters occurring before Completion; and

subject to any payments required to be made on or following the Completion Date pursuant to this Deed (including the payment of the Transaction Bonuses), no amounts will be owed from the Seller or a Seller’s Affiliate to a Group Company in relation to matters occurring before Completion.

SELLER GUARANTOR’S WARRANTIES AND UNDERTAKINGS

The Seller Guarantor warrants to the Buyer as at the date of this Deed and as at Completion as if repeated immediately before Completion that:

the Seller Guarantor is validly incorporated, in existence and duly registered under the laws of its country of incorporation;

no (i) meeting has been convened, resolution proposed, petition presented or order made for its winding up; (ii) receiver, receiver and manager, provisional liquidator, liquidator, administrator or other officer of the court has been appointed in relation to any of its assets; or (iii) mortgagee has taken, attempted to take or indicated an intention to exercise its rights under any security of which it is the mortgagor or chargor;

the Seller Guarantor has taken all necessary action and has all requisite power and authority to enter into and perform this Deed and the other Transaction Documents to which the Seller Guarantor is a party in accordance with their terms;

this Deed and the other Transaction Documents to which the Seller Guarantor is a party constitute (or will constitute when executed) valid, legal and binding obligations on the Seller Guarantor in accordance with their terms;

the execution and delivery of this Deed and the other Transaction Documents to which the Seller Guarantor is a party by the Seller Guarantor and the performance of and compliance with their terms and provisions will not conflict with or result in a breach of, or constitute a default under, the Seller Guarantor’s constitutional documents, any agreement or instrument to which the Seller Guarantor is a party or by which it is bound, or any Law, order or judgment that applies to or binds the Seller Guarantor or any of its property;

no consent, action, approval or authorisation of, and no registration, declaration, notification or filing with or to, any Authority is required to be obtained, or made, by the Seller Guarantor to authorise the execution or performance of this Deed by the Seller Guarantor;

the Seller Guarantor is not and none of its directors, officers, employees, agents, or representatives is engaged (in such capacity) in any conduct, activity or omission which would constitute material non-compliance with any Sanctions Law or Anticorruption Law; and

the Seller Guarantor is not and none of its directors, officers, employees, agents or representatives (in such capacity):

is or has been a Sanctioned Person;

is or has been in breach of any Sanctions Laws; or

has in the three years before the date of this Deed engaged in any transaction or dealing with any Sanctioned Person or with any Sanctioned Territory,

The Seller Guarantor irrevocably and unconditionally:

guarantees, as a primary obligation to the Buyer, the due and punctual performance by the Seller of all the Seller Guaranteed Obligations in accordance with this Clause 22;

undertakes to the Buyer that:

whenever the Seller does not pay any amount when due under or in connection with the Seller Guaranteed Obligations, it shall immediately on demand and without deduction or withholding pay that amount as if the Seller Guarantor was the principal obligor; and

whenever the Seller fails to perform any other Seller Guaranteed Obligation, it shall immediately on demand perform (or procure the performance of) and satisfy (or procure the satisfaction of) that Seller Guaranteed Obligation,

indemnifies each of the Buyer, all of its Affiliates and each officer, employee and agent of such persons on demand (on a dollar for dollar basis) against all Liabilities which the Buyer may suffer or incur (whether directly or indirectly) as a result of any claim relating to:

the failure of the Seller to perform any of the Seller Guaranteed Obligations; or

any Seller Guaranteed Obligation becoming unenforceable, invalid or illegal.

The guarantee in Clause 22.2 is a continuing guarantee and will extend to the ultimate balance of sums payable by the Seller in respect of the Seller Guaranteed Obligations, regardless of any intermediate payment or discharge in whole or in part.

If any payment by the Seller and / or the Seller Guarantor or any discharge of any obligations of the Seller and / or the Seller Guarantor or any security for those obligations or otherwise is avoided or reduced because of insolvency or any similar event:

the liability of the Seller and the Seller Guarantor will continue as if the payment discharge, avoidance or reduction had not occurred; and

the Buyer will be entitled to recover the value or amount of that security or payment from the Seller Guarantor as if the payment, discharge, avoidance or reduction had not occurred.

The obligations of the Seller Guarantor under this Clause 22 will not be affected by any act, omission, matter or thing which, but for this Clause 22.5, would reduce, release or prejudice any of its obligations under this Clause 22 (whether or not known to the Buyer, the Buyer Guarantor, the Seller or the Seller Guarantor) including:

any time, waiver or consent granted to, or composition with, the Seller or any other person;

the release of the Seller or any other person under the terms of any composition or arrangement with any creditor;

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Seller or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

any incapacity or lack of power, authority or legal personality of or dissolution, amalgamation, reconstruction or change in the members or status of the Buyer or any other person;

any amendment (however fundamental) or replacement of any of the Seller Guaranteed Obligations or any other document or security;

any unenforceability, illegality or invalidity of any obligation of any person under this Deed or any other document or security; or

any insolvency or similar proceedings.

The Seller Guarantor waives any right it may have of first requiring the Buyer to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Seller Guarantor under this Clause 22. This waiver applies irrespective of any law or any provision of this Deed to the contrary.

Until all amounts which may be or become payable by the Seller under or in connection with the Seller Guaranteed Obligations have been irrevocably paid in full:

the Buyer may refrain from applying or enforcing any other money, security or rights held or received by the Buyer in respect of those amounts or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise), and the Seller Guarantor shall not be entitled to the benefit of the same;

the Buyer may hold in an interest-bearing suspense account any money received from the Seller Guarantor or on account of the Seller Guarantor’s liability under this Clause 22;

the Seller Guarantor shall not exercise any rights which it may have by reason of performance by it of the Seller Guaranteed Obligations to be indemnified by the Seller or to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Seller in respect of the Seller Guaranteed Obligations or of any other guarantee or security taken pursuant to, or in connection with, the Seller Guaranteed Obligations by the Buyer; and

the Seller Guarantor shall not claim from the Seller any sums which may be owing to it from the Seller or have the benefit of any set-off or counter claim or proof against, or dividend, composition or payment by, the Seller other than in respect of an Exempted Amount.

The Seller Guarantor undertakes to hold any security taken from the Seller in connection with this guarantee in trust for the Buyer pending discharge in full of all the Seller Guarantor’s obligations under this Clause 22.